Exhibit 10.46.1

                         AMENDED AND RESTATED AGREEMENT

                    This Amended and Restated Agreement (this "Agreement") is
made and entered into this 30th day of January 2002 by and among Conseco Finance
Corp. (the "Company"), Conseco, Inc. ("Conseco"), CIHC, Incorporated ("CIHC"),
Green Tree Residual Finance Corp I ("Green Tree Residual"), Green Tree Finance
Corp. - Five ("Green Tree Five") and Lehman Brothers Holdings Inc. (collectively
with its direct and indirect subsidiaries "Lehman").

                    WHEREAS, the parties have previously entered into the
Agreement dated May 11, 2000 and the Amended and Restated Agreement dated 22nd
of September 2000 (collectively, the "Original Agreement");

                    WHEREAS, Lehman ALI Inc. (as assignee of Lehman Commercial
Paper Inc.) has entered into the Asset Assignment Agreement dated as of February
13, 1998 with Green Tree Residual (as amended to the date hereof the "Asset
Assignment Agreement"), Green Tree Residual has entered into the Master
Repurchase Agreement dated as of September 30, 1999 with Lehman Brothers Inc.,
as amended to the date hereof and the parties have each entered into other
agreements, instruments and documents delivered under or in connection therewith
and whereas the parties thereto are amending these documents as of the date
hereof (such agreements, as amended, supplemented or otherwise modified from
time to time, collectively the "Residual Facility Documents");

                    WHEREAS, Lehman Commercial Paper Inc. and Green Tree Finance
Corp.-Five ("Green Tree Five") have entered into the Amended and Restated
Repurchase Agreement dated May 9, 2000 (the "Repurchase Agreement") and the
parties have each entered into other agreements, instruments and documents
delivered under or in connection therewith and are amending and restating such
documents as of the date hereof (such agreements, as amended, supplemented or
otherwise modified from time to time, collectively the "Warehouse Facility
Documents");

                    WHEREAS, the parties hereto desire to amend and restate the
Original Agreement on the date hereof to (a) modify certain provisions in the
Original Agreement, including the provision restricting payments to Conseco, (b)
add additional covenants on the part of Conseco and the Company, and (c) provide
for the delivery of amendments to the Residual Facility Documents and the
Warehouse Facility Documents;

                    NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

1.        Effective Date. The following conditions shall be satisfied on the
date on or prior to January 30, 2002 (the date on which such conditions are
satisfied is the "Effective Date"):

               (a)  All documentation to be entered into in connection with the
          agreements to be entered into as described above shall be in form and
          substance and on terms satisfactory to Lehman, and all conditions
          precedent to the effectiveness thereof shall have been satisfied on or
          prior to the Effective Date and

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               (b)  There shall not have occurred any material default or any
          event of default under any of the Warehouse Facility Documents or the
          Residual Facility Documents.

2.        Affiliate Transactions.

          2.1 Repayment of Intercompany Indebtedness and Payment of Dividends.

               (a)  The Company shall not, directly or indirectly, take any of
          the following actions unless (A) all of the outstanding Company 6.25%
          Notes due September 26, 2002 ("September Debt") have been redeemed,
          retired or the maturity of such September Debt has been extended to at
          least six months after the scheduled maturity date or sufficient funds
          have been placed in a separate escrow account in order to provide for
          such repayment, redemption or retirement in full (collectively, the
          "Repayment Event"), (B) after giving effect to the action in question,
          the Company would be in compliance with its financial covenants,
          including the Liquidity Covenant, under the Warehouse Facility
          Documents and Residual Facility Documents (collectively, the "Facility
          Agreements"), and (C) no Event of Default (as defined in the Facility
          Agreements) has occurred and is continuing hereunder:

                    (i) pay or prepay the principal of, interest on, or other
          amounts payable in respect of any indebtedness to Conseco or any
          Affiliate (as defined below); and/or

                    (ii) pay any dividends on any Company preferred stock or
          purchase, redeem, retire, defease, or otherwise acquire for value any
          Company preferred stock or establish a sinking fund with respect
          thereto, or make any distributions on any Company capital stock, or
          transfer any assets, other than for equivalent value, to the Company
          or any Affiliate.

               (b)  The Company shall not, directly or indirectly, take any of
          the following actions:

                    (i) make any new loans or extensions of credit to Conseco or
          any Affiliate thereof;

                    (ii) increase the interest rate or dividend rate on
          currently existing indebtedness to Conseco or any Affiliate or
          increase the dividend rate on existing Company preferred stock; or

                    (iii) shorten the stated maturity date of any Company
          capital stock or the Intercompany Note.

               (c)  Notwithstanding the foregoing, so long (i) after giving
          effect to the action in question, the Company would be in compliance
          with its financial covenants, including the Liquidity Covenant, under
          the Facility Agreements, and (ii) no Event of Default (as defined in
          the Facility Agreements) has occurred and is continuing hereunder, the

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          Company may take any of the following actions (but make no other
          payments to Affiliates unless otherwise permitted by this Agreement)
          (A) prior to a Repayment Event, if the Company certifies to Lehman
          Brothers Holdings Inc. that it reasonably believes that such action
          would not materially adversely affect the ability of the Company to
          satisfy the Repayment Event, and (B) anytime after satisfaction of the
          Repayment Event:

                    (i) pay interest on the Intercompany Note in accordance with
          the existing terms thereof;

                    (ii) make customary and usual payments to Conseco for
          products and services provided by Conseco to or for the benefit of the
          Company consistent with past practices consistently applied, provided
          that the Company shall have at least ten business days in which to
          cure any failure to pay any such amount on the date such payment was
          requested;

                    (iii) make payment to Conseco under the Tax Sharing
          Agreement in accordance with the existing terms of such agreement;
          and/or

                    (iv) pay any dividends on any Company common stock or
          purchase, redeem, retire, defease, or otherwise acquire for value any
          Company common stock, or make any distributions on any Company common
          stock, or transfer any assets, other than for equivalent value, to the
          Company or any Affiliate.

               (d)  The term "Affiliate" means any Person (as defined below)
          that directly, or indirectly through one or more intermediaries,
          controls, is controlled by, or is under common control with the person
          specified, provided however, that for purposes of all sections of this
          Agreement other than Sections 9 and 13.4, the term "Affiliate" shall
          not include any direct or indirect majority-owned subsidiaries of the
          Company. The term "Person" means any natural person, corporation,
          limited liability company, general partnership, limited partnership,
          proprietorship, trust, union, association, court, tribunal, agency,
          government, department, commission, self-regulatory organization,
          arbitrator, board, bureau, instrumentality, or other entity,
          enterprise, authority, or business organization.

          2.2  Tax Sharing Agreement. Conseco shall (and shall cause its
Affiliates to) pay to the Company when due any and all amounts owed to the
Company by Conseco (or any Affiliate of Conseco) under the Consolidated Federal
Income Tax Agreement as in effect on May 11, 2000 and amended from time to time
(the "Tax Sharing Agreement") among Conseco, the Company, and the other Conseco
Affiliates party thereto.

          2.3  Intercompany Receivables. Conseco shall (and shall cause its
Affiliates to) pay interest on any amount owed by Conseco or any of its
Affiliates to the Company or any subsidiary thereof as of May 11, 2000 a rate
per annum equal to 150 basis points in excess of the London interbank offered
rate for a three-month period, as published in The Wall Street Journal. Such
interest shall be paid monthly.

          2.4  Maintenance of Separate and Independent Corporate Identities. The
Company, CIHC and Conseco shall maintain separate and independent corporate
identities and shall observe separate and independent corporate formalities

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related thereto. Without limiting the generality of the foregoing, each of
Conseco and CIHC, on the one hand, and the Company, on the other, shall (i)
maintain separate and independent (A) business locations, (B) operating
accounts, (C) employees, (D) assets and liabilities, and (E) proceeds from the
sale of each entity's respective stock (it being recognized that an immaterial
sharing of employees and facilities may occur so long as there is an appropriate
allocation of costs relating thereto) and (ii) not commingle any funds or other
assets.

          2.5  No Guaranty of Indebtedness. The Company shall not assume or
guaranty any indebtedness of Conseco or any Affiliate thereof.

3.        Maintenance of Financing Facilities And Obtaining Commitments. The
Company shall use commercially reasonable efforts to maintain the Company's
current warehouse financing facilities with parties other than Lehman and to
obtain commitments thereunder similar to the commitments provided by Lehman
under the applicable warehouse financing facilities, provided that the Company
may replace such warehouse financing facilities with facilities having
substantially similar or more favorable terms to those currently in existence or
proposed by an existing lender to the Company.

4.        Additional Covenants.

         4.1       Financial Reporting By the Company. The Company shall furnish
to Lehman the following:

               (a) Monthly. (i) As soon as available but not later than 30 days
          after the end of each month commencing with December 2000 financial
          information regarding the Company consisting of consolidated unaudited
          balance sheets as of the close of such month and the related
          statements of income and cash flow for such month, in each case
          certified by the chief executive officer, chief operating officer,
          chief financial officer or treasurer, or any other officer having
          substantially the same authority and responsibility, including any
          vice president with responsibility for or knowledge of financial
          matters (a "Responsible Officer"), of the Company as fairly presenting
          the consolidated financial position of the Company and its
          subsidiaries as at the dates indicated and the results of their
          operations and cash flow for the periods indicated in accordance with
          generally accepted accounting principles set forth from time to time
          in the opinions and pronouncements of the Accounting Principles Board
          and the American Institute of Certified Public Accountants and
          statements and pronouncements of the Financial Accounting Standards
          Board (or agencies with similar functions of comparable stature and
          authority within the U.S. accounting profession), which are applicable
          to the circumstances as of the date of determination ("GAAP"); (ii) as
          soon as available but not later than 15 days after the end of each
          month commencing with December 2000, a budget forecast for cash use by
          the Company for the two month period then commencing, setting forth
          sources and uses of such cash by the Company for such period,

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          certified by a Responsible Officer of the Company; (iii) as soon as
          available but not later than 15 days after the end of each month
          commencing December 2000, a certificate of a Responsible Officer of
          the Company stating that, to the best knowledge of such officer, no
          Default or Event of Default has occurred and is continuing; or if a
          Default or an Event of Default has occurred and is continuing, stating
          the nature thereof and the action which the Company proposes to take
          with respect thereto; and (iv) as soon as available but not later than
          the 20th day in each calendar month commencing with December 2000, a
          report prepared by management of the Company setting forth in
          reasonable detail (A) all principal and interest payments received in
          respect of all Purchased Securities, Additional Purchased Securities
          and Pledged Assets (in each case as defined in the Residual Facility
          Documents) for the immediately preceding month, (B) an analysis of the
          aging (or other applicable measurement as agreed to by the parties) by
          each category of asset for all Purchased Eligible Assets (as defined
          in the Warehouse Facility Documents) and (C) a schedule calculating
          the applicable advance rates based upon assets pledged and actual
          advances in respect of all Purchased Eligible Assets;

               (b)  Quarterly. (i) As soon as available but not later than 60
          days after the end of each fiscal quarter of each of the first three
          fiscal quarters of each fiscal year, (A) financial information
          regarding the Company and its subsidiaries consisting of consolidated
          unaudited balance sheets as of the close of such quarter and the
          related statements of income and cash flow for such quarter and that
          portion of the fiscal year ending as of the close of such quarter,
          setting forth in comparative form the figures for the corresponding
          period in the prior year, in each case certified by a Responsible
          Officer of the Company as fairly presenting the consolidated financial
          position of the Company and its subsidiaries as at the dates indicated
          and the results of their operations and cash flow for the periods
          indicated in accordance with GAAP, (B) forecasts prepared by
          management of the Company for each of the succeeding months for a
          twelve month period setting forth in reasonable detail the projected
          origination level, operating cost and estimate of the net interest
          margin assumptions and resulting cash flow, balance sheet and income
          statement as at the end of each such month and such twelve-month
          period, together with a statement of all the material assumptions on
          which such forecasts are based; and (C) a compliance certificate of a
          Responsible Officer of the Company setting forth in reasonable detail
          the calculations used in determining the financial covenants set forth
          in Section 4.4 and demonstrating compliance with all such financial
          covenants;

               (c)  Annual. As soon as available but not later than 120 days
          after the end of each fiscal year of the Company, copies of the
          audited consolidating balance sheet of the Company and its
          subsidiaries and the unaudited consolidated balance sheet of the
          Company and its subsidiaries as at the end of such year and the
          related consolidated statements of earnings, shareholders' equity and
          cash flows for such year, setting forth in the case of the audited
          consolidated statements in comparative form the figures for the
          previous fiscal year, and accompanied by an opinion of
          PricewaterhouseCoopers or another nationally recognized independent
          accounting firm which report shall state that such audited
          consolidated financial statements present fairly the financial
          positions and result of operations of the Company and its subsidiaries
          for the periods indicated in conformity with GAA.P applied on a basis
          consistent with prior years, except as stated therein (such opinion
          shall not be qualified or limited because of a restricted or limited
          examination by such auditors of any material portion of the Company's
          or any subsidiary's records).

               (d) Default Notices. The Company shall promptly notify Lehman in
          writing of the occurrence of any Default or Event of Default under any
          Transaction Document.

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               (e) Other. Promptly, but in any event not later than 10 business
          days after Lehman's request therefor, a report prepared by management
          of the Company setting forth in reasonable detail (x) all principal
          and interest payments received in respect of all assets other than the
          Purchased Securities, Additional Purchased Securities and Pledged
          Assets for the applicable thirty day period, such payment schedule to
          provide such information as per each category of asset, (y) an
          analysis of the aging (or other applicable measurement as agreed to by
          the parties) by each category of asset for all such assets and (z) a
          schedule calculating the applicable advance rates based upon assets
          pledged and actual advances in respect of such assets financed by a
          Person other than a party hereto.

               The parties agree that it shall not constitute a breach of the
          applicable requirements set forth above if any financial statements
          required to be delivered under clauses (b) or (c) above are filed
          pursuant to a filing with the Securities and Exchange Commission
          within the required time period and delivered promptly thereafter by
          the Company to Lehman.

          4.2  Financial Reporting By Conseco. Conseco shall furnish to Lehman
(a) promptly after the furnishing thereof, but not later than 5 days thereafter,
copies of all compliance certificates and other financial reports furnished to
the lenders pursuant to the Five-Year Senior Bank Facility Documents of Conseco,
Inc. and (b) written notice of the occurrence of any Default or Event of Default
under any Transaction Document.

          4.3  Financial Covenants. The parties shall at all times comply with
the Residual Facility Documents and the Warehouse Facility Documents.

          4.4 Other Agreements. None of Conseco, the Company, Green Tree
Residual or Green Tree Five shall enter into any agreement containing any
provision which (a) would be violated or breached by the performance of its
obligations hereunder or under any instrument or document delivered or to be
delivered by it hereunder or in connection herewith or (b) prohibits or
restricts the ability of any such Person to amend or otherwise modify this
Agreement or any other document executed in connection herewith. The
documentation governing any guarantee by CIHC of any of the obligations under
the Five Year Bank Facility Documents (including any related subordination
arrangements) shall not at any time be materially more favorable to the
beneficiaries thereof than the CIHC Guaranty.

          4.5 Conduct of Business. Each of Conseco and the Company shall, and
shall cause their respective subsidiaries to, pay and discharge when the same
becomes due and payable all obligations owing therefrom, consistent with past
practice.

          4.6 Certain Actions. Neither Conseco nor the Company, nor any of their
respective directors or officers, shall take any action, and the Company shall
not permit any of its subsidiaries to take any action, in connection with any
sale, assignment, lease, encumbrance, transfer, contribution or disposition of
any material assets or property of the Company, which would be inconsistent with
their respective fiduciary duties under Delaware law to Lehman (or any assignee
of Lehman) as the holder of the Warrant referred to in Section 12 hereof.
Notwithstanding any other provision of this Agreement, the Warehouse Facility

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Documents, the Residual Facility Documents or the Five-Year Senior Bank Facility
Documents of Conseco, Inc., a breach of this Section 4.6 shall not constitute an
Event of Default under the Warehouse Facility Documents, the Residual Facility
Documents or the Five-Year Senior Bank Facility Documents of Conseco, Inc.

          4.7 No Restriction on Certain Dispositions. Except in the ordinary
course of business, none of Conseco, the Company, Green Tree Residual or Green
Tree Five shall enter into any agreement which directly or indirectly prohibits
or restricts the ability of the Company or any of its subsidiaries to sell,
assign, lease, transfer, contribute, convey, issue or dispose of, or grant any
rights with respect to (a) loans, leases, receivables, installment contracts and
other financial products originated, acquired, sold or securitized by the
Company or any of its subsidiaries or (b) interests in or components of any
interest, including servicing fees, retained by the Company or any of its
subsidiaries relating to the sale or securitization of loans, leases,
receivables or installment contracts, which constitutes either an interest only
security or a servicing right asset in accordance with GAAP.

5.        Board Matters.

          5.1  Independent Board Member. Conseco shall continue to nominate an
Independent Director (as defined in the certificate of incorporation of the
Company) to the Company's Board of Directors (the "Independent Board Member").
The Independent Board Member shall be subject to Lehman's consent and approval,
which shall not be unreasonably delayed. Conseco and the Company agree to take
all action within their respective power (including, without limitation, the
voting of capital stock of the Company owned by Conseco and any of its
Affiliates) required to cause the Board of Directors of the Company to at all
times include such nominee (and any replacement nominee) as a director of the
Company's Board of Directors.

          5.2  Vacancies. If, prior to election to the Board of Directors of the
Company pursuant to Section 5.1 hereof, any Independent Board Member shall be
unable or unwilling to serve as a director of the Company, Conseco shall
promptly nominate a replacement in accordance with Section 5.1 hereof, who shall
then be the Independent Board Member for purposes of this Section 6. If,
following an election to the Board of Directors of the Company pursuant to this
Section 6, any Independent Board Member shall resign or be removed or be unable
to serve for any reason prior to the expiration of his term as a director of the
Company, Conseco shall notify the Board of Directors of the Company in writing
of a replacement Independent Board Member, and either (i) Conseco shall vote its
shares of capital stock of the Company, at any regular or special meeting called
for the purpose of filling positions on the Board of Directors of the Company or
by written consent executed in lieu of such a meeting of stockholders, and shall
take all such other actions necessary to ensure the election to the Board of
Directors of the Company of such replacement Independent Board Member to fill
the unexpired term of the Independent Board Member whom such new Independent
Board Member is replacing or (ii) the remaining members of the Board of
Directors (whether or not constituting a quorum) shall elect such replacement
Independent Board Member to fill the unexpired term of the Independent Board
Member who such new Independent Board Member is replacing.

          5.3  Observer Designee. Lehman shall be entitled to have one designee
(an "Observer Designee" attend all of the meetings of the Board of Directors
(and each committee thereof) of the Company, in each case other than those

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portions (if any) of any meeting (a) dealing with (i) the Company's obligations
to Lehman or Lehman's Affiliates, (ii) matters reasonably expected to be adverse
to Lehman or (iii) matters the disclosure of which to Lehman could reasonably be
expected to be adverse to the Company or (b) where necessary to protect the
attorney-client privilege of any matter material to the Company. The Observer
Designee shall not be entitled to vote on any matters presented to the Board of
Directors or to such committees. The Company shall give notice, including,
without limitation, any proposed agenda, to Lehman of each such meeting at the
same time and in the same manner as the members of the Board of Directors (or
any committee thereof) receive notice of such meetings. Lehman shall be entitled
to receive all written materials and other information given to the directors of
the Company in connection with such meetings at the same time such materials are
given to such directors. If the Company proposes to take action by written
consent in lieu of a meeting of its Board of Directors, the Company shall give a
copy of such consent to Lehman at the same time as the members of the Board of
Directors. Such Observer Designee shall maintain the confidentiality of all
confidential information of the Company, provided that such Observer Designee
may share such information with Lehman.

          5.4  Costs and Expenses. The Company shall pay all reasonable
out-of-pocket expenses incurred by the Independent Board Member and the Board
Observer in connection with their participation in meetings of the Board of
Directors (and committees thereof of the Company. The Company shall also pay the
Independent Board Member customary and appropriate retainer and fees as may be
mutually agreed upon by the Company and such Independent Board Member. The
Company and such Independent Board Member shall negotiate such retainer and fees
in good faith so as to ensure that such amounts are customary and appropriate.

6.        Restrictions on Transfer of Stock

          6.1 Tag Along Right.

               (a) No Stockholder (as defined below) shall Transfer (as defined
          below) any Stock (as defined below), if, after giving effect to all
          prior Transfers from and after the date hereof by such Stockholder
          such Transfers constitute more than ten percent (10%) of the Common
          Stock (as defined below) owned by all Stockholders on the date hereof,
          in a single transaction or related series of transactions, to any
          Purchaser (as defined below) unless the terms and conditions of such
          sale, transfer or other disposition (the "Tag Along Sale") to such
          Purchaser shall contain an offer to each Potential Seller (as defined
          below) to include in such Tag Along Sale such number of
          shares of Common Stock as is determined in accordance with Section
          6.1(b) below. At least 15 days prior to effecting any Tag Along Sale,
          such selling Stockholder (the "Selling Stockholder") shall
          promptly cause the terms and conditions of the Tag Along Sale to be
          reduced to a reasonably detailed writing (which writing shall identify
          the Purchaser and shall include the offer to Potential Sellers to
          purchase or otherwise acquire their Common Stock according to the
          terns and subject to the conditions of this Section 6), and shall

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          deliver, or cause the Purchaser to deliver, written notice (the
          "Notice") of the terms of such Tag Along Sale to each Potential
          Seller. The Notice shall be accompanied by a true and correct copy of
          the agreement, if any, embodying the terms and conditions of the
          proposed Tag Along Sale or such written summary thereof if there is no
          agreement. At any time after receipt of the Notice (but in no event
          later than 10 business days after receipt), each Potential Seller may
          accept the offer included in the Notice for up to such number of its
          shares of Common Stock as determined in accordance with the provisions
          of Section 6.1(b) below, by furnishing irrevocable written notice of
          such acceptance to the Selling Stockholder and to the Purchaser.

               (b) In the event that any Potential Seller elects to accept the
          offer included in the Notice described in Section 6.1(a) above, such
          Potential Seller (the "Included Stockholder") shall have the right to
          sell, transfer or otherwise dispose of such number of its shares of
          Common Stock pursuant to, and upon consummation of, the Tag Along Sale
          which is equal to the product of (X) the total number of shares of
          Common Stock owned by the Included Stockholder and (Y) a fraction, the
          numerator of which shall equal the total number of shares of Common
          Stock to be sold to the Purchaser by the Selling Stockholder, and the
          denominator of which shall equal the total number of shares of Common
          Stock owned by the Selling Stockholder. If the Purchaser is not
          willing to purchase such additional shares, the number of shares to be
          sold by the Selling Stockholder and the Included Stockholders shall be
          proportionately reduced.

               (c) The purchase of Stock pursuant to this Section 6 shall be
          made on the same terms (including, without limitation, the per share
          consideration and method of payment, and the date of sale, transfer or
          other disposition), and subject to the same conditions, if any, as are
          provided to the Selling Stockholder and stated in the Notice.

               (d) Upon the consummation of the disposition of Stock to the
          Purchaser pursuant to the Tag Along Sale, the Selling Stockholder
          shall (i) cause the Purchaser to remit directly to each Included
          Stockholder the sales price of its Stock disposed of pursuant thereto,
          and (ii) furnish such other evidence of the completion and time of
          completion of such disposition and the terms thereof as may reasonably
          be requested by such Included Stockholder.

               (e) If a Potential Seller has not delivered to the Selling
          Stockholder and to the Purchaser written notice of its acceptance of
          the offer contained in the Notice within 10 business days after the
          receipt of such Notice, it shall be deemed to have waived any and all
          rights pursuant to this Section 6 with respect to the disposition of
          its Stock described in the Notice, and the Selling Stockholder shall
          have 45 days (calculated from the first day next succeeding the
          expiration of the 10 business day acceptance period described above),
          in which to dispose of the aggregate amount of Stock described in the
          Notice to the Purchaser identified in the Notice, on terms not more
          favorable to the Selling Stockholder than those which were set forth
          in the Notice. If a Potential Seller has delivered irrevocable written
          notice of acceptance as described in the preceding sentence and, if
          after 30 days following receipt of the Notice, the Selling Stockholder
          and the Purchaser shall not have completed the disposition of Stock to
          be sold in connection there with in accordance with the terms of the
          Tag Along Sale, all the restrictions on the disposition of Stock
          contained in this Section 6 shall again be in force and effect.

6.2       Drag-Along Right.

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               (a) If a Stockholder proposes to Transfer to any Purchaser a
          number of shares of Stock which represents at least a majority of the
          outstanding shares of Common Stock on a fully-diluted basis (the
          "Transferred Shares") then, at the election of such holder or holders
          (a "Drag Along Seller"), each other Stockholder (each, a "Drag Along
          Stockholder") shall be required to sell to such Purchaser (a "Drag
          Along Sale") a number of shares of Stock determined by the Drag
          Along Seller up to the total number of shares of Stock then held by
          such Drag Along Stockholder (the "Drag Along Shares"). If the
          percentage of any Drag Along Stockholder's Stock required to be sold
          as Drag Along Shares exceeds the percentage of the Drag Along Seller's
          Stock to be sold to Purchaser in a Drag Along Sale, Drag Along Seller,
          shall, at its sole expense, arrange for the delivery of a fairness
          opinion by an investment banking firm of nationally recognized
          standing acceptable to such Drag Along Stockholder (which acceptance
          shall not be unreasonably withheld or delayed). Such fairness opinion
          shall confirm that the terms of the Drag Along Sale are fair to the
          Drag Along Stockholders from a financial point of view.

               (b) The Drag Along Seller shall deliver to each Drag Along
          Stockholder written notice (the "Drag Along Notice") of any sale to
          be made pursuant to Section 6.2(a) above, which notice shall set forth
          the consideration to be paid by the Purchaser for each Transferred
          Share, the number of Transferred Shares to be sold by the Drag Along
          Seller, the number of shares to be sold by each Drag Along
          Stockholder, and the other terms and conditions, if any, of such
          transaction. Pending consummation of the Drag Along Sale, the
          Drag Along Seller shall promptly notify each Drag Along Stockholder of
          any changes in the proposed timing for the Drag Along Sale and any
          other material developments in connection therewith. The Drag Along
          Sale shall be on the same terms and conditions as the sale of the
          Transferred Shares by the Drag Along Seller. The Drag Along
          Stockholder shall only be required to give representations and
          warranties as to its due organization, its due authorization and title
          to the Drag Along Shares and shall only be required to indemnify for
          breach of its own representations and warranties.

               (c) If, within 15 days after the Drag Along Seller provides the
          Drag Along Notice, no sale of the Transferred Shares owned by the Drag
          Along Seller or the Drag Along Stockholder in accordance with the
          provisions of this Section 6 shall have been completed, the Drag Along
          Sale shall be terminated for purposes hereof.

               (d) Simultaneously with the consummation of the sale of the
          Transferred Shares pursuant to this Section 6 the Drag Along Seller
          shall cause the Purchaser to remit directly to the Drag Along
          Stockholder the consideration with respect to the Drag Along Shares
          and shall furnish such other evidence of the completion and time of
          completion of such sale and terms and conditions, if any, thereof as
          may reasonably be requested by the Drag Along Stockholder.

               (e) The provisions of this Section 6, however, shall remain in
          effect for any subsequent proposed sale.

          6.3 Permitted Dispositions of Stock. Each Stockholder shall be
entitled to directly or indirectly Transfer all or any portion of its Stock to
any Affiliate of such Stockholder, and no such Transfer (other than a Transfer

                                       10
<PAGE>

to a Purchaser) shall give rise to any rights under Sections 6.1 or 6.2. No
Transfer may be made under this Section 6.3 unless the Person acquiring the
shares of Stock pursuant to such Transfer agrees in writing to be bound by the
provisions of this Section 6. No Transfer permitted by this Section 6.3 shall
relieve the Stockholder effecting such Transfer from its obligations hereunder.

          6.4 Definitions. For the purposes hereof, the following terms have the
respective meanings:

               (a) "Common Stock" means the common stock, $.01 par value, of
          the, Company.

               (b) "Potential Seller(s)" means any Stockholder other than the
          Selling Stockholder.

               (c) "Purchases" means any Person to which shares of Stock are
          proposed to be Transferred, but shall not include:

                    (i) any Person 30% or more of the fully diluted capital
          stock or other equity or ownership interests of which are directly or
          indirectly owned by the Selling Stockholder(s) and/or any Affiliates
          thereof (in the case of a Tag Along Sale) or the Drag Along Seller(s)
          and/or any Affiliates thereof (in the case of a Drag Along Sale); or

                    (ii) any Person 30% or more of the voting power of which is
          directly or indirectly owned by the Selling Stockholder(s) and/or any
          Affiliates thereof (in the case of a Tag Along Sale) or the Drag Along
          Seller(s) and/or any Affiliates thereof (in the case of a Drag Along
          Sale).

               (d) "Stock" means (i) Common Stock, (ii) any capital stock into
          which such common stock may be changed or converted, (iii) capital
          stock of the Company of any other class (regardless of how
          denominated) issued to the holders of shares of Common Stock upon any
          reclassification thereof which is also not preferred as to dividends
          or assets on liquidation over any other class of stock of the Company
          and which is not subject to redemption, (iv) shares of common stock of
          any successor or acquiring corporation received by or distributed to
          the holders of Common Stock of the Company and (v) any warrant, option
          or other right exercisable for or convertible into capital stock of
          the Company (including without limitation that certain Warrant, dated
          May 11, 2000, issued by the Company to Lehman), together with any
          shares of capital stock of the Company issued upon the exercise or
          conversion thereof. For purposes of all calculations under this
          Section 6, any warrants, options and other rights referred to in
          Section 6.4(d)(v) shall be assumed to have been fully vested,
          exercised, and converted, as the case may be, immediately prior to any
          such calculation, and shall be treated for purposes of such
          calculations as the number of shares of Common Stock into which such
          warrants, options and other rights are exercisable or convertible.

               (e) "Stockholders" means each of the parties hereto and their
          respective successors and assigns (other than the Company), whom on
          the date hereof are holders of shares of Stock (including without
          limitation Lehman).

                                       11
<PAGE>


               (f) "Transfer(s)" means to directly or indirectly, transfer,
          sell, assign, donate, contribute, or otherwise voluntarily or
          involuntarily dispose of.

          6.5  Non-Cash Consideration. Notwithstanding anything in this Section
6 to the contrary, if (i) the consideration payable for shares of Stock to be
sold in a Tag Along Sale or a Drag Along Sale consists of property other than
cash ("Non-Cash Consideration") and (ii) the Purchaser acquiring such shares so
requests in writing, each Included Stockholder or Drag Along Stockholder
(collectively, "Holders") shall receive cash in lieu of Non-Cash Consideration
that would otherwise be received by such Holder as consideration for the shares
of Stock to be sold in such Tag Along Sale or Drag Along Sale (as the case may
be). The amount of such cash shall equal the Appraised Value of the Non-Cash
Consideration that would otherwise be received by such Holder. The term
"Appraised Value" means:

               (A) in respect of any share of capital stock included in the
Non-Cash Consideration for which there is not a public market, the fair saleable
value of such share of capital stock (determined without giving effect to the
discount for (i) a minority interest or (ii) any lack of liquidity of such
capital stock or to the fact that the company issuing such capital stock may
have no class of equity registered under the Securities Exchange Act of 1934, as
amended) as of the last day of the most recent fiscal month end based on the
value of the Company, as determined by an investment banking firm of recognized
national standing acceptable to the Holder (which acceptance shall not be
unreasonably withheld or delayed) divided by the number of fully diluted shares
of capital stock of such issuer;

               (B) in respect of any share of capital stock included in the
Non-Cash Consideration for which there is a public market, the average of the
daily market prices of such stock for 30 consecutive business days commencing 45
days before such date. The daily market price for each such business day shall
be (i) the last sale price on such day on the principal stock exchange on which
such capital stock is then listed or admitted to trading, (ii) if no sale takes
place on such day on any such exchange, the average of the last reported closing
bid and asked prices on such day as officially quoted on any such exchange,
(iii) if such capital stock is not then listed or admitted to trading on any
stock exchange, the average of the last reported closing bid and asked prices on
such day in the over-the-counter market, as furnished by the National
Association of Securities Dealers Automatic Quotation System or the National
Quotation Bureau, Inc., (iv) if neither such corporation at the time is engaged
in the business of reporting such prices, as furnished by any similar firm then
engaged in such business, or (v) if there is no such firm, as furnished by any
member of the NASD selected mutually by the Holder and the Company or, if they
cannot agree upon such selection, an investment banking firm of recognized
national standing as selected by two such members of the NASD, one of which
shall be selected by the Holder and one of which shall be selected by the
Company; and

               (C) in respect of any property included in the Non-Cash
Consideration other than those types described in paragraphs (A) and (B) above,
the fair market value of such property as determined by an entity qualified to
make such determinations acceptable to the Holder (which acceptance shall not be
unreasonably withheld or delayed).

                                       12
<PAGE>


7.        Representations and Warranties.

          7.1 Conseco, CIHC, the Company, Green Tree Residual and Green Tree
Five. Conseco, CIHC, the Company, Green Tree Residual and Green Tree Five hereby
represent and warrant to Lehman as follows:

               (a) Organization. Each of Conseco, CIHC, the Company, Green Tree
          Residual and Green Tree Five is a corporation duly organized,
          validly existing, and in good standing under the Laws (as defined
          below) of its jurisdiction of incorporation, and has full corporate
          power and authority to enter into this Agreement and the other
          Transaction Documents to which it is a party and to perform its
          obligations under this Agreement and the other Transaction Documents
          to which it is a party. The term "Law" shall mean all laws, statutes,
          ordinances, Orders, and regulations of the United States of
          America or any state, commonwealth, city, county, or municipality
          thereof. The term "Order" shall mean an order, writ, ruling, judgment,
          directive, injunction or decree of any arbitrator, mediator or
          governmental or regulatory authority. Each of Conseco and the Company
          are operated as separate and independent corporations, and each
          maintains separate and independent (i) corporate books and records
          including but not limited to all matters related thereto and (ii)
          financial statements and balance sheets.

               (b) Authority. The execution and delivery of this Agreement by
          Conseco, CIHC, Green Tree Residual, Green Tree Five and the Company
          and the performance by Conseco, CIHC, Green Tree Residual, Green Tree
          Five and the Company of their respective obligations under this
          Agreement and the Transaction Documents to which they are a party
          have been duly and validly authorized by all necessary corporate
          action on the part of Conseco, CIHC, Green Tree Residual, Green Tree
          Five and the Company. This Agreement (i) has been duly executed and
          delivered by Conseco, CIHC, Green Tree Residual, Green Tree Five and
          the Company, (ii) constitutes a legal, valid, and binding obligation
          of Conseco, CIHC, Green Tree Residual, Green Tree Five and the Company
          and (iii) is enforceable against Conseco, CIHC, Green Tree Residual,
          Green Tree Five and the Company in accordance with its terms, except
          to the extent that (a) enforcement may be limited by or subject to any
          bankruptcy, insolvency, reorganization, moratorium, or similar Laws
          now or hereafter in effect relating to or limiting creditors' rights
          generally and (b) the remedy of specific performance and injunctive
          and other forms of equitable relief are subject to certain equitable
          defenses and to the discretion of the court or other similar Person
          before which any proceeding therefor may be brought.

               (c) Business Structure. Conseco and CIHC, on the one hand, and
          the Company, on the other, being separate and independent
          corporations, (i) have observed separate and independent corporate
          formalities related thereto and have separate and independent (A)
          business locations, (B) operating accounts, (C) employees, (D) assets
          and liabilities, and (E) proceeds from the sale of each entity's
          respective stock (it being recognized that an immaterial sharing of
          employees and facilities has occurred with an appropriate allocation
          of costs related thereto) and (ii) do not commingle funds or other
          assets.

                                       13
<PAGE>


               (d) No Conflicts or Violations. The execution and delivery of
          this agreement by Conseco, CIHC, Green Tree Residual, Green Tree Five
          and the Company do not, and the performance by Conseco, CIHC, Green
          Tree Residual, Green Tree Five and the Company of their respective
          obligations under this Agreement will not:

                    (i) violate any term or provision of any Law applicable to
          Conseco, CIHC, Green Tree Residual, Green Tree Five or the Company or
          any of their respective subsidiaries, other than such violations that
          would not reasonably be expected to result in a Material Adverse
          Effect (as defined below) on the Company, CIHC, Green Tree Residual,
          Green Tree Five or Conseco;

                    (ii) conflict with or result in a violation or breach of any
          of the provisions of the certificate of incorporation or bylaws of
          Conseco, CIHC, Green Tree Residual, Green Tree Five or the Company or
          any of their respective subsidiaries;

                    (iii) conflict with or result in a violation or breach of,
          or constitute a default under, any contract or other agreement to
          which Conseco, CIHC, Green Tree Residual, Green Tree Five or the
          Company or any of their respective subsidiaries is a party other than
          such conflicts, violations, breaches or defaults that would not
          reasonably be expected to result in a Material Adverse Effect on the
          Company, CIHC, Green Tree Residual, Green Tree Five or Conseco; or

                    (iv) require Conseco, CIHC, Green Tree Residual, Green Tree
          Five or the Company or any of their respective subsidiaries to obtain
          any consent, approval, or action of, or make any filing with or give
          any notice to, any Person (except disclosure of the transactions
          contemplated in this Agreement in public filings as may be required by
          applicable securities laws or stock exchange rules), other than those
          the failure of which to obtain or make would not reasonably be
          expected to result in a Material Adverse Effect on the Company, CIHC,
          Green Tree Residual, Green Tree Five or Conseco.

               The term "Material Adverse Effect" shall mean, as to any party
hereto, any material adverse effect on (i) the assets, properties, business,
licenses, income, condition (financial or otherwise) or results of the
respective operations of such party, (ii) the transactions contemplated by this
Agreement, (iii) the legality, validity or enforceability of this Agreement and
the agreements and instruments to be entered into in connection herewith, or the
realization of the rights and remedies thereunder, or (iv) the ability of such
party to perform its respective obligations under this Agreement.

                    (e) Capitalization of the Company. As of the date hereof
          after giving effect to the transactions contemplated hereby, (i) the
          authorized capital stock of the Company consists of 1,000 shares of
          common stock, par value $.01 per share, of the Company ("Common
          Stock") and 1,000 shares of preferred stock, par value $.001 per
          share, of the Company and (ii) there are 103 shares of Common Stock
          issued and outstanding and 750 shares of Preferred Stock issued and
          outstanding. All issued and outstanding shares of Common Stock of the
          Company are duly authorized, validly issued, fully paid, and

                                       14
<PAGE>

          nonassessable and are owned beneficially and of record by CIHC and all
          issued and outstanding shares of Preferred Stock are duly authorized,
          validly issued, fully paid and nonassessable and are owned
          beneficially and of record by Conseco. Conseco directly owns all of
          the issued and outstanding common stock of CIHC. There are no
          outstanding securities, rights (preemptive or other), subscriptions,
          calls, warrants, options, or other agreements (except for the warrant
          issued as of May 11, 2000 by the Company to Lehman (the "Warrant"))
          that give any Person the right to purchase or otherwise receive or be
          issued any shares of capital stock of the Company or CIHC or any
          security convertible into or exchangeable for any shares of capital
          stock of the Company or CIHC. Immediately after issuance of the
          Warrant, the shares of Common Stock into which the Warrant will be
          exercisable represented 5% of the fully diluted common stock of the
          Company (assuming full vesting, conversion, and exercise of all
          securities, options, warrants, and other rights).

                    (f) Charter Documents and Bylaws. The Company has heretofore
          made available to Lehman true and complete copies of the certificate
          of incorporation and bylaws of the Company, in each case as in effect
          on the date hereof after giving effect to the Effective Date.

                    (g) CIHC Guaranty. The obligations of CIHC under the CIHC
          Guaranty do and will rank at least pari passu in priority of payment
          with all other unsecured indebtedness of CIHC.

          7.2 Lehman. Lehman hereby represents and warrants to the Company,
CIHC, Green Tree Residual, Green Tree Five and Conseco as follows:

               (a) Organization. Lehman is a corporation duly organized, validly
          existing, and in good standing under the Laws of its jurisdiction of
          incorporation, and has full corporate power and authority to enter
          into this Agreement and to perform its obligations under this
          Agreement.

               (b) Authority. The execution and delivery of this Agreement by
          Lehman and the performance by Lehman of its obligations under this
          Agreement have been duly and validly authorized by all necessary
          corporate action on the part of Lehman. This Agreement (i) has been
          duly executed and delivered by Lehman, (ii) constitutes a legal,
          valid, and binding obligation of Lehman and (iii) is enforceable
          against Lehman in accordance with its terms, except to the extent that
          (a) enforcement may be limited by or subject to any bankruptcy,
          insolvency, reorganization, moratorium, or similar Laws now or
          hereafter in effect relating to or limiting creditors' rights
          generally and (b) the remedy of specific performance and injunctive
          and other forms of equitable relief are subject to certain equitable
          defenses and to the discretion of the court or other similar Person
          before which any proceeding therefor may be brought.

               (c) No Conflicts or Violations. The execution and delivery of
          this Agreement by Lehman do not, and the performance by Lehman of its
          obligations under this Agreement will not:

                                       15
<PAGE>


                    (i) violate any term or provision of any Law applicable to
          Lehman or any of its subsidiaries other than such violations that
          would not reasonably be expected to result in a Material Adverse
          Effect on Lehman;

                    (ii) conflict with or result in a violation or breach of any
          of the provisions of the certificate of incorporation or bylaws of
          Lehman or any of its subsidiaries;

                    (iii) conflict with or result in a violation or breach of,
          or constitute a default under, any contract or other agreement to
          which Lehman or any of its subsidiaries is a party, other than such
          conflicts, violations, breaches or defaults that would not reasonably
          be expected to result in a Material Adverse Effect on Lehman;

                    (iv) require Lehman or any of its subsidiaries to obtain any
          consent, approval, or action of, or make any filing with or give any
          notice to, any Person, other than those the failure to obtain or make
          would not reasonably be expected to result in a Material Adverse
          Effect on Lehman.

8.        Survival of Representations and Warranties.

          8.1 Survival. Subject to Section 8.2 hereof, the representations and
warranties respectively made by the parties in this Agreement will expire on the
second anniversary hereof, except that the representations and warranties set
forth in Sections 7.1(e) and 7.1(g) hereof will remain in full force and effect
until the expiration of all applicable statutes of limitation (including all
periods of extension, whether automatic or permissive).

          8.2 Pursuit of Claims. Any breach of any representation or warranty as
to which a bona fide claim for indemnification has not been asserted in
accordance with Section 9.3 hereof during the applicable survival period set
forth in Section 8.1 hereof may not be pursued and is hereby irrevocably waived,
except that if a claim for indemnification is made in accordance with Section
9.3 hereof before the expiration of the applicable survival period set forth in
Section 8.1 hereof, then (notwithstanding such survival period) the
representation or warranty applicable to such claim shall survive until, but
only for purposes of, the resolution of such claim.

9.        Indemnification.

          9.1 Indemnification by Conseco and the Company. Subject to the
provisions of Section 8 hereof, Conseco, CIHC and the Company shall jointly and
severally indemnify, defend, and hold harmless the Lehman Indemnitees (as
defined below) for any and all Damages (as defined below) resulting from or
relating to (i) any breach by Conseco, CIHC, Green Tree Residual, Green Tree
Finance or the Company of any covenant or agreement made by Conseco, CIHC, Green
Trees Residual, Green Tree Finance, the Company or any Affiliate thereof that
subsequently becomes a party to this Agreement, in this Agreement and (ii) any
breach by Conseco, CIHC, Green Tree Residual, Green Tree Five, the Company or
any Affiliate thereof that subsequently becomes a party to this Agreement of any
representation or warranty contained in Section 9.1 of this Agreement. The term
"Lehman Indemnitee" shall mean Lehman, any Affiliate of Lehman, and any officer,

                                       16
<PAGE>

director, employee, agent, or other representative of such entities. The term
"Damages" shall mean any and all monetary damages, liabilities, fines, fees,
penalties, interest obligations, deficiencies, losses, costs, expenses
(including reasonable fees and expenses of attorneys, accountants, actuaries,
and other experts).

          9.2 Indemnification by Lehman. Subject to the provisions of Section 8
hereof, Lehman shall indemnify, defend, and hold harmless the Conseco
Indemnitees (as defined below) for any and all Damages resulting from or
relating to (i) any breach by Lehman of any covenant or agreement made by Lehman
in this Agreement and (ii) any breach by Lehman of any representation or
warranty contained in Section 7.2 of this Agreement. The term "Conseco
Indemnitee" shall mean Conseco, any Affiliate of Conseco, and any officer,
director, employee, agent, or other representative of such entities.

          9.3 Indemnification Procedures.

               (a) If an Indemnitee becomes aware of any matter that it believes
          is indemnifiable pursuant to Section 9.1 or 9.2 hereof and such matter
          involves (i) any claim made against the Indemnitee by any Person other
          than any Lehman Indemnitee or Conseco Indemnitee or (ii) the
          commencement of any action, suit, investigation, arbitration, or
          similar proceeding against the Indemnitee by any Person other than any
          Lehman Indemnitee or Conseco Indemnitee, the Indemnitee shall give the
          Indemnifying Party prompt written notice of such claim or the
          commencement of such action, suit, investigation, arbitration, or
          similar proceeding, which notice must (A) be given during the
          applicable survival period, (B) provide (with reasonable specificity)
          the basis on which indemnification is being asserted, (C) set forth
          the actual or good-faith estimated amount of Damages for which
          indemnification is being asserted, if known, and (D) be accompanied by
          copies of all relevant pleadings, demands, and other papers served on
          the Indemnitee. Failure to provide notice shall not relieve an
          Indemnifying Party of any obligation to provide indemnity hereunder,
          except to the extent that the Indemnifying Party is prejudiced by such
          failure in its efforts to defend such claim.

               (b) The Indemnifying Party shall have a period of 30 days after
          the delivery of each notice required by Section 9.3(a) hereof during
          which to respond to such notice. If the Indemnifying Party elects to
          defend the claim described in such notice or does not respond within
          such 30-day period, the Indemnifying Party shall be obligated to
          compromise or defend (and shall control the defense of) such claim, at
          its own expense and by counsel chosen by the Indemnifying Party. The
          Indemnitee shall cooperate fully with the Indemnifying Party and
          counsel for the Indemnifying Party in the defense against any such
          claim, and the Indemnitee shall have the right to participate at its
          own expense in the defense of any such claim. If the Indemnifying
          Party responds within such 30-day period and elects not to defend such
          claim, the Indemnitee shall be free to compromise or defend (and
          control the defense of) such claim and to pursue such remedies as may
          be available to the Indemnitee under applicable Law.

               (c) Any compromise or settlement of any claim (whether defended
          by the Indemnitee or by the Indemnifying Party) shall require the
          prior written consent of the Indemnitee and the Indemnifying Party,
          which consent shall not be unreasonably withheld or delayed. If,
          however, the Indemnitee refuses to consent to a bona fide offer of

                                       17
<PAGE>

          compromise or settlement that the Indemnifying Party desires to
          accept, the Indemnitee may continue to pursue such claim, free of any
          participation by the Indemnifying Party, at the sole expense of the
          Indemnitee. In such event, the obligation of the Indemnifying Party to
          the Indemnitee will equal the lesser of (i) the amount of the offer of
          compromise of settlement that the Indemnifying Party desired to
          accept, plus the reasonable out-of-pocket expenses (except for
          expenses resulting from the Indemnitee's participation in any
          defense controlled by the Indemnifying Party) incurred by the
          Indemnitee before the date the Indemnifying Party notified the
          Indemnitee of the offer of compromise or settlement, or (ii) the
          actual out-of-pocket amount that the Indemnitee is obligated to pay as
          a result of the Indemnitee's continued pursuit of such claim, plus the
          reasonable out-of-pocket expenses incurred by the Indemnitee
          after the Indemnifying Party notified the Indemnitee of the offer of
          compromise or settlement, minus the reasonable out-of-pocket expenses
          incurred by the Indemnifying Party after such notice date.

               (d) If an Indemnitee becomes aware of any matter that it believes
          is indemnifiable pursuant to Section 9.1 or 9.2 hereof and such matter
          involves a claim made by Lehman, Conseco or the Company, the
          Indemnitee shall give the Indemnifying Party prompt written notice of
          such claim, which notice must (i) be given during the applicable
          survival period, (ii) provide (with reasonable specificity) the bases
          for which indemnification is being asserted, and (iii) set forth the
          actual or good-faith estimated amount of Damages for which
          indemnification is being asserted. The Indemnifying Party will have a
          period of 30 days after the delivery of each notice required by this
          Section 9.3(d) during which to respond to such notice. If the
          Indemnifying Party accepts (in writing) full responsibility for the
          claim described in such notice, the Indemnifying Party shall pay upon
          demand to the Indemnitee the actual or estimated amount of Damages
          reflected in such notice. If the Indemnifying Party has disputed such
          claim or does not respond within such 30-day period, the Indemnifying
          Party and the Indemnitee agree to proceed in good faith to negotiate a
          resolution of such dispute. If all such disputes are not resolved
          through negotiations within 30 days after such negotiations begin or
          if such negotiations are not initiated within 30 days after notice is
          given, either the Indemnifying Party or the Indemnitee may initiate
          litigation to resolve such disputes.

               (e) The term "Indemnitee" shall mean a Person claiming
          indemnification under this Section 9. The term "Indemnifying Party"
          shall mean a Person against whom claims of indemnification are being
          asserted under this Section 9.

10.       Termination.

          10.1 Termination Events. This Agreement shall terminate and be of no
further force or effect automatically and without any action of the parties
hereto at such time as (i) Lehman shall have exercised its warrant to purchase
Common Stock of the Company, (ii) Lehman has been issued the preferred stock of
Conseco pursuant to the Exchange Agreement between Lehman Brothers Holdings Inc.
and Conseco, Inc. dated as of January 30, 2002 or (iii) the Residual Facility
has been repaid in full, the Esoteric Asset Transactions under the Warehouse
Facility have been repaid in full and the aggregate amount of wet financing
under the Repurchase Agreement then outstanding would not exceed $150,000,000.

                                       18
<PAGE>

          10.2 Effect of Termination. If this Agreement terminates pursuant to
Section 10.1 hereof, this Agreement shall become null and void except that, (a)
the provisions of Sections 6, 10, 11, and 13 and the last sentence of Section
5.3 hereof will continue to apply following any such termination, and (b) no
party hereto will be relieved of any Liability (as defined below) for Damages
that such party may have to the other parties by reason of such party's breach
of this Agreement (or any representation, warranty, covenant, or agreement
included herein). The term "Liability" shall mean all debts, obligations, and
other liabilities (including without limitation surplus relief transactions) of
a person (whether known or unknown and whether absolute, accrued, contingent,
fixed, or otherwise, or whether due or to become due).

11.       Public Announcements. No party shall make any public announcement or
media comment regarding the existence or subject matter of this Agreement
without prior consultation with the other parties hereto, except as required by
law, applicable regulation or the rules of any securities exchange on which a
party's securities are publicly traded. Each party shall not, and shall cause
its direct and indirect subsidiaries to not, issue any press release or make any
other public announcement or filing regarding any matter associated with this
Agreement or the matters described herein unless the other parties hereto have
been afforded a reasonable opportunity to review such release or announcement.

12.       Miscellaneous

          12.1 Notices. Any notice or other communication given pursuant to this
Agreement must be in writing and (a) delivered personally, (b) sent by
telefacsimile or other similar facsimile transmission, (c) delivered by
overnight express, or (d) sent by registered or certified mail, postage prepaid,
as follows:

               (a) If to Conseco, CIHC, Green Tree Residual, Green Tree Five or
          the Company:

                            Conseco, Inc.
                            11825 North Pennsylvania Street
                            Carmel, IN 46032
                            Attention: Gary C. Wendt, Chairman of the Board
                            Facsimile: 317-817-6327

                      With a copy to:

                            Conseco, Inc.
                            11825 North Pennsylvania Street
                            Carmel, IN 46032
                            Attention: David K. Herzog, Executive Vice President
                                          and Secretary
                            Facsimile: 317-817-6327

                                       19

<PAGE>



               (b) If to Lehman:

                            Lehman Brothers Holdings Inc.
                            399 Park Avenue
                            New York, NY 10022
                            Attention: Kurt Locher, Managing Director - FAS
                            Facsimile: 212-526-8579

                      and to:

                            Lehman Brothers Holdings Inc.
                            399 Park Avenue
                            New York, NY 10022
                            Attention: Vincent Primiano
                            Facsimile: 212-526-0035

                      With a copy to:

                            Weil, Gotshal & Manges LLP
                            767 Fifth Avenue
                            New York, NY 10153
                            Attention: Paul R. Lovejoy
                            Facsimile: 212-310-8007


               (c) All notices and other communications required or permitted
          under this Agreement that are addressed as provided in this Section
          will (A) if delivered personally or by overnight express, be deemed
          given upon delivery; (B) if delivered by telefacsimile or similar
          facsimile transmission, be deemed given when electronically confirmed;
          and (C) if sent by registered or certified mail, be deemed given when
          received. Any party from time to time may change its address for the
          purpose of notices to that party by giving a similar notice specifying
          a new address, but no such notice will be deemed to have been given
          until it is actually received by the party sought to be charged with
          the contents thereof.

          12.2 Entire Agreement. Except for any Transaction Document or related
agreement executed by Lehman, Green Tree Residual, Green Tree Five, Conseco
and/or the Company prior hereto or concurrently herewith, this Agreement
supersedes all prior discussions and agreements between the parties with respect
to the subject matter of this Agreement, and this Agreement contains the sole
and entire agreement between the parties hereto with respect to the subject
matter hereof.

          12.3 Expenses. Except as otherwise expressly provided in this
Agreement, each of the parties hereto shall pay its own costs and expenses in
connection with this Agreement and the transactions contemplated hereby.

          12.4 Brokers.

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<PAGE>


               (a) Indemnification by Conseco and the Company. Conseco and the
          Company shall jointly and severally indemnify and hold harmless each
          Lehman Indemnitee in respect of any and all claims or demands for
          commission, compensation, or other Damages by any broker, finder, or
          other agent (whether or not a present or former employee or agent of
          either of Conseco or the Company) claiming to have been engaged by
          Conseco, the Company or any of their respective Affiliates in
          connection with the transactions contemplated by this Agreement, and
          Conseco and the Company shall bear the cost of the reasonable
          out-of-pocket expenses incurred by each Lehman Indemnitee in
          investigating, defending against, or appealing any such claim or
          demand.

               (b) Indemnification by Lehman. Lehman shall indemnify and hold
          harmless each Conseco Indemnitee in respect of any and all claims or
          demands for commission, compensation, or other Damages by any broker,
          finder, or other agent (whether or not a present or former employee or
          agent of Lehman) claiming to have been engaged by Lehman or any
          Affiliate of Lehman in connection with the transactions contemplated
          by this Agreement, and Lehman shall bear the cost of the reasonable
          out-of-pocket expenses incurred by each Conseco Indemnitee in
          investigating, defending against, or appealing any such claim or
          demand.

          12.5 Waiver. Any term or condition of this Agreement may be waived at
any time by the party that is entitled to the benefit thereof. Such waiver must
be in writing and must be executed by an executive officer of such party. A
waiver on one occasion will not be deemed to be a waiver of the same or any
other breach or nonfulfillment on a future occasion. All remedies, either under
this Agreement, or by Law or otherwise afforded, will be cumulative and not
alternative. Lehman hereby waives any defaults under this Agreement existing as
of the date hereof. Other than as expressly stated in the preceding sentence,
nothing herein shall be construed as a forfeiture of any of Lehman's rights
hereafter and Lehman otherwise reserves all remedies afforded to it hereunder.

          12.6 Amendment. This Agreement may be modified or amended only by a
writing duly executed by or on behalf of all of the parties hereto.

          12.7 Counterparts. This Agreement may be executed simultaneously in
any number of counterparts, each of which will be deemed an original, but all of
which will constitute one and the same instrument.

          12.8 No Third Party Beneficiary. The terms and provisions of this
Agreement are intended solely for the benefit of Conseco, the Company, CIHC,
Green Tree Residual, Green Tree Five and Lehman, and their respective successors
and permitted assigns, and it is not the intention of the parties to confer
third-party beneficiary rights upon any other Person.

          12.9 Governing Law; Venue. This Agreement will be governed by and
construed and enforced in accordance with the laws of the State of New York
applicable to a Contract executed and performable in such state. EXCLUSIVE VENUE
FOR ANY ACTION RELATING TO THIS AGREEMENT SHALL BE MAINTAINED IN ANY FEDERAL OR
STATE COURT SITTING IN NEW YORK COUNTY, NEW YORK. EACH PARTY HEREBY CONSENTS TO

                                       21
<PAGE>

PERSONAL JURISDICTION AND SERVICE OF PROCESS IN THE STATE OF NEW YORK FOR
MATTERS BETWEEN THE PARTIES HERETO THAT ARISE OUT OF THIS AGREEMENT.

          12.10 Binding Effect. This Agreement is binding upon and will inure to
the benefit of the parties and their respective successors and permitted
assigns.

          12.11 No Assignment. Neither this Agreement nor any right or
obligation hereunder or part hereof may be assigned by any parties hereto
without the prior written consent of the other parties hereto (and any attempt
to do so will be void), except (a) as otherwise specifically provided herein and
(b) that Lehman may assign all or any part of its rights or obligations
hereunder to one or more of its Affiliates without the consent of the other
parties hereto, provided however, that such assignment shall not relieve Lehman
of its responsibilities hereunder.

          12.12 Invalid Provisions. If any provision of this Agreement is held
to be illegal, invalid, or unenforceable under any present or future Law, and if
the rights or obligations under this Agreement of the parties hereto will not be
materially and adversely affected thereby, (a) such provision will be fully
severable; (b) this Agreement will be construed and enforced as if such illegal,
invalid, or unenforceable provision had never comprised a part hereof; and (c)
the remaining provisions of this Agreement will remain in full force and effect
and will not be affected by the illegal, invalid, or unenforceable provision or
by its severance from this Agreement.

          12.13 Amendment and Restatement. Upon its effectiveness, this
Agreement amends and restates in its entirety the Original Agreement. This
Agreement does not constitute and shall not be construed to evidence a novation
or termination of the Original Agreement.

          12.14 Headings. The headings of the Sections of this Agreement have
been inserted for convenience of reference only, are not intended to be
considered a part hereof, and shall not modify or restrict any term or provision
hereof.

          12.15 Specific Performance. The parties recognize that if any of the
parties hereto refuses to perform under the provisions of this Agreement (each,
a "Breaching Party"), monetary damages alone will not be adequate to compensate
the other parties for their injury. Each party hereto that has not refused to
perform under the provisions of this Agreement required to be performed by it
(each, a "Non-Breaching Party") shall therefore be entitled, in addition to any
other remedies that may be available, to obtain specific performance of the
terms of this Agreement. If any such action is brought by any party to enforce
this Agreement, any Breaching Parties shall waive the defense that there is an
adequate remedy at law. In the event of a default by any party which results in
the filing of a lawsuit for damages, specific performances, or other remedies,
any Non-Breaching Parties shall be entitled to reimbursement by any Breaching
Parties of reasonable legal fees and expenses incurred by such Non-Breaching
Party.

          12.16 Releases. In further consideration of the execution of this
Agreement, each of Conseco, CIHC, the Company, Green Tree Five and Green Tree
Residual hereby release Lehman and its affiliates, officers, employees,

                                       22
<PAGE>

directors, agents and attorneys (collectively, the "Releasees") from any and all
claims, demands, liabilities, responsibilities, disputes, causes of action
(whether at law or equity) and obligations of every nature whatsoever whether
liquidated or unliquidated, known or unknown, matured or unmatured, fixed or
contingent that any of such Persons may have against Releasees which arise
solely from or relate to any Transaction Document (other than the Five-Year
Senior Bank Facility Documents of Conseco, Inc.), to the extent arising out of,
or relating to, actions, dealings or matters occurring on or prior to the date
hereof (including, without limitation, any actions or inactions which Releasees
may have taken prior to the date hereof); provided that such release shall in no
manner amend, terminate, alter or release any contractual right any party may
have with respect to any Releasee with respect to the terms and provisions of
(a) agreements related to financial advisory services, (b) underwriting or
placement agreements entered into in connection with the sale of securities or
(c) that certain letter agreement by and between Lehman and the Company dated
January 30, 2002.

                                       23

<PAGE>


                    IN WITNESS WHEREOF, this Agreement has been duly executed
and delivered as of the date first written above by the duly authorized
representatives of the parties hereto.

                                        CONSECO, INC.


                                        By:/s/ William J. Shea
                                           -------------------------------------
                                           Name:  William J. Shea
                                           Title: President and Chief Operating
                                                  Officer



                                        CONSECO FINANCE CORP.


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



                                        LEHMAN BROTHERS HOLDINGS INC.


                                        By:/s/ Karen Manson
                                           -------------------------------------
                                           Name:  Karen Manson
                                           Title: Senior Vice President


                                        CIHC, INCORPORATED


                                        By:/s/ William T. Devanney, Jr.
                                           -------------------------------------
                                           Name:  William T. Devanney, Jr.
                                           Title: Senior Vice President,
                                                  Corporate Taxes


                                        GREEN TREE RESIDUAL FINANCE CORP. I


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


     [SIGNATURE PAGE TO AMENDED AND RESTATED AGREEMENT (UMBRELLA AGREEMENT)]


                                       24
<PAGE>



                                        GREEN TREE FINANCE CORP. -FIVE


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








     [SIGNATURE PAGE TO AMENDED AND RESTATED AGREEMENT (UMBRELLA AGREEMENT)

                                       25