<PAGE>

                                                                     EXHIBIT 4.2

                               TRANSFER AGREEMENT

                                     between

                      CONSECO FINANCE SECURITIZATIONS CORP.

                                    Purchaser

                                       and

                              CONSECO FINANCE CORP.

                                     Seller

                                   dated as of

                                 October 1, 2001
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I              DEFINITIONS............................................1

         SECTION 1.1.  General................................................1
         SECTION 1.2.  Specific Terms.........................................1
         SECTION 1.3.  Usage of Terms.........................................3
         SECTION 1.4.  No Recourse............................................3

ARTICLE II             CONVEYANCE OF THE INITIAL AND ADDITIONAL LOANS
                       AND THE INITIAL OTHER CONVEYED PROPERTY................3

         SECTION 2.1.  Conveyance of the Initial and Additional
                       Loans and the Initial Other Conveyed Property..........3
         SECTION 2.2.  Purchase Price of Initial and Additional Loans.........3
         SECTION 2.3.  Conveyance of Subsequent Loans and Subsequent
                       Other Conveyed Property................................4

ARTICLE III            REPRESENTATIONS AND WARRANTIES.........................5

         SECTION 3.1.  Representations and Warranties of CFC..................5
         SECTION 3.2.  Representations and Warranties of CFSC.................6

ARTICLE IV             COVENANTS OF CFC.......................................8

         SECTION 4.1.  Transfer of Loans......................................8
         SECTION 4.2.  Costs and Expenses.....................................9
         SECTION 4.3.  Indemnification........................................9


ARTICLE V              REPURCHASES............................................9

         SECTION 5.1.  Repurchase of Loans Upon Breach of Warranty............9
         SECTION 5.2.  Reassignment of Purchased Loans.......................10
         SECTION 5.3.  Waivers...............................................10


ARTICLE VI             MISCELLANEOUS.........................................10

         SECTION 6.1.  Liability of CFC......................................10
         SECTION 6.2.  Merger or Consolidation of CFC or CFSC................11
         SECTION 6.3.  Limitation on Liability of CFC and Others.............11
         SECTION 6.4.  Amendment.............................................11
         SECTION 6.5.  Notices...............................................12
         SECTION 6.6.  Merger and Integration................................12
         SECTION 6.7.  Severability of Provisions............................13
         SECTION 6.8.  Intention of the Parties..............................13
         SECTION 6.9.  Governing Law.........................................13
         SECTION 6.10. Counterparts..........................................13
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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
         SECTION 6.11. Conveyance of the Initial and Additional Loans
                       and the Initial Other Conveyed Property to
                       the Trust.............................................13
         SECTION 6.12. Nonpetition Covenant..................................14

                                    SCHEDULES

Schedule A - Schedule of Initial and Additional Loans

                                    EXHIBITS

Exhibit A - Form of Subsequent Transfer Agreement
<PAGE>

                               TRANSFER AGREEMENT


         THIS TRANSFER AGREEMENT, dated as of October 1, 2001, executed between
Conseco Finance Securitizations Corp., a Minnesota corporation, as purchaser
("CFSC"), and Conseco Finance Corp., a Delaware corporation, as seller ("CFC").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, CFSC has agreed to purchase from CFC and CFC, pursuant to this
Agreement, is transferring to CFSC the home equity and home improvement loans
specified in the Schedule of Initial and Additional Loans attached hereto as
Schedule A (the "Initial and Additional Loans") and the Initial Other Conveyed
Property; and

         WHEREAS, CFSC has agreed to purchase from CFC, and CFC has agreed to
transfer to CFSC, the Subsequent Loans and Subsequent Other Conveyed Property,
in an amount set forth herein, prior to January 14, 2002.

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter contained, and for other good and valuable consideration,
the receipt of which is acknowledged, CFSC and CFC, intending to be legally
bound, hereby agree as follows:


                                    ARTICLE I
                                   DEFINITIONS

         SECTION 1.1. General. The specific terms defined in this Article
include the plural as well as the singular. The words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular Article, Section or other subdivision, and Article,
Section, Schedule and Exhibit references, unless otherwise specified, refer to
Articles and Sections of and Schedules and Exhibits to this Agreement.
Capitalized terms used herein without definition shall have the respective
meanings assigned to such terms in the Pooling and Servicing Agreement, dated as
of October 1, 2001, by and among Conseco Finance Securitizations Corp. (as
Seller), Conseco Finance Corp. (as Originator and Servicer), and U.S. Bank Trust
National Association, as Trustee (the "Trustee") pertaining to the Trust (as
defined herein).

         SECTION 1.2. Specific Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

         "Agreement" shall mean this Transfer Agreement and all amendments
hereof and supplements hereto.

         "Closing Date" means October 25, 2001.

         "Initial and Additional Loans" means the closed-end home equity loans
and home improvement loans identified on the Schedule of Initial and Additional
Loans attached hereto as Schedule A, including without limitation all related
mortgages, deeds of trust and security deeds and any and all rights to receive
payments due pursuant thereto after the Cut-off Date.
<PAGE>

         "Initial Other Conveyed Property" means (i) all rights under any
hazard, flood or other individual insurance policy on the real estate securing
each Initial and Additional Loan for the benefit of the creditor of such Loan,
(ii) all rights CFC may have against the originating lender or contractor with
respect to each Initial and Additional Loan originated by a lender or contractor
other than CFC, (iii) all rights under the Errors and Omissions Protection
Policy and the Fidelity Bond as such policy and bond relate to the Initial and
Additional Loans, (iv) all rights under any title insurance policies, if
applicable, on any of the properties securing Initial and Additional Loans, and
(v) proceeds and products of the foregoing.

         "Other Conveyed Property" means the Initial Other Conveyed Property
conveyed by CFC to CFSC pursuant to this Agreement together with any and all
Subsequent Other Conveyed Property conveyed by CFC to CFSC pursuant to each
Subsequent Transfer Agreement.

         "Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement, dated as of October 1, 2001, executed and delivered by Conseco
Finance Corp., as Originator and Servicer, Conseco Finance Securitizations
Corp., as Seller, and the Trustee pertaining to the Trust.

         "Related Documents" means the Certificates, the Pooling and Servicing
Agreement, each Subsequent Transfer Agreement and the Underwriting Agreement
among CFC, CFSC and the underwriters of the Certificates. The Related Documents
to be executed by any party are referred to herein as "such party's Related
Documents," "its Related Documents" or by a similar expression.

         "Repurchase Event" means the occurrence of a breach of any of CFC's
representations and warranties hereunder or under any Subsequent Transfer
Agreement or any other event which requires the repurchase of a Loan by CFC
under the Pooling and Servicing Agreement.

         "Schedule of Initial and Additional Loans" means the schedule of all
Loans sold and transferred pursuant to this Agreement which is attached hereto
as Schedule A.

         "Schedule of Loans" means the Schedule of Initial and Additional Loans
attached hereto as Schedule A as supplemented by each Schedule of Subsequent
Loans attached to each Subsequent Transfer Agreement as Schedule A.

         "Schedule of Subsequent Loans" means the schedule of all Loans sold and
transferred pursuant to a Subsequent Transfer Agreement which is attached to
such Subsequent Transfer Agreement as Schedule A, which Schedule of Subsequent
Loans shall supplement the Schedule of Initial and Additional Loans.

         "Subsequent Loans" means the Loans specified in the Schedule of
Subsequent Loans attached as Schedule A to each Subsequent Transfer Agreement.

         "Subsequent Other Conveyed Property" means the Subsequent Other
Conveyed Property conveyed by CFC to CFSC pursuant to each Subsequent Transfer
Agreement.

         "Subsequent Transfer Agreement" shall have the meaning given in Section
2.3(b)(iii).

                                       2
<PAGE>

         "Trust" means the trust created by the Pooling and Servicing Agreement
known as Conseco Finance Home Equity Loan Trust 2001-D, the estate of which
consists of the Trust Fund.

         "Trust Fund" means the property and proceeds of every description
conveyed by CFSC to the Trustee pursuant to the Pooling and Servicing Agreement
and pursuant to any Subsequent Transfer Instrument, together with the
Certificate Account and any Capitalized Interest Account and Pre-Funding Account
(including all investments of the Certificate Account and all proceeds
therefrom).

         "Trustee" means U.S. Bank Trust National Association, a national
banking association organized and existing under the laws of the United States,
not in its individual capacity but solely as trustee of the Trust, and any
successor trustee appointed and acting pursuant to the Pooling and Servicing
Agreement.

         SECTION 1.3. Usage of Terms. With respect to all terms used in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other gender; references to "writing" include
printing, typing, lithography, and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered into in accordance with
their respective terms and not prohibited by this Agreement or the Pooling and
Servicing Agreement; references to Persons include their permitted successors
and assigns; and the terms "include" or "including" mean "include without
limitation" or "including without limitation."

         SECTION 1.4. No Recourse. Without limiting the obligations of CFC
hereunder, no recourse may be taken, directly or indirectly, under this
Agreement or any certificate or other writing delivered in connection herewith
or therewith, against any stockholder, officer or director, as such, of CFC, or
of any predecessor or successor of CFC.


                                   ARTICLE II
                 CONVEYANCE OF THE INITIAL AND ADDITIONAL LOANS
                     AND THE INITIAL OTHER CONVEYED PROPERTY

         SECTION 2.1. Conveyance of the Initial and Additional Loans and the
Initial Other Conveyed Property. Subject to the terms and conditions of this
Agreement, CFC hereby sells, transfers, assigns, and otherwise conveys to CFSC
without recourse (but without limitation of its obligations in this Agreement or
in the Pooling and Servicing Agreement), and CFSC hereby purchases, all right,
title and interest of CFC in and to the Initial and Additional Loans and the
Initial Other Conveyed Property. It is the intention of CFC and CFSC that the
transfer and assignment contemplated by this Agreement shall constitute a sale
of the Initial and Additional Loans and the Initial Other Conveyed Property from
CFC to CFSC, conveying good title thereto free and clear of any Liens, and the
Initial and Additional Loans and the Initial Other Conveyed Property shall not
be part of CFC's estate in the event of the filing of a bankruptcy petition by
or against CFC under any bankruptcy or similar law.

         SECTION 2.2. Purchase Price of Initial and Additional Loans.
Simultaneously with the conveyance of the Initial and Additional Loans and the
Initial Other Conveyed Property to

                                       3
<PAGE>

CFSC, CFSC has (a) paid or caused to be paid to or upon the order of CFC
approximately $559,677,823.85 by wire transfer of immediately available funds
(representing the proceeds to CFSC from the sale of the Initial and Additional
Loans after (i) deducting expenses incurred by CFSC in connection with such sale
and (ii) depositing the Pre-Funded Amount in the Pre-Funding Account); and (b)
delivered to CFC, or its designee, the Class B-2 and Class B-3I Certificates and
the Class R Certificate.

         SECTION 2.3. Conveyance of Subsequent Loans and Subsequent Other
Conveyed Property.

         (a) Subject to the conditions set forth in paragraph (b) below and the
terms and conditions in the related Subsequent Transfer Agreement, in
consideration of CFSC's delivery on the related Subsequent Transfer Date to or
upon the order of CFC of an amount equal to the purchase price of the Subsequent
Loans (as set forth in the related Subsequent Transfer Agreement), CFC hereby
agrees to sell, transfer, assign, and otherwise convey to CFSC without recourse
(but without limitation of its obligations in this Agreement and the related
Subsequent Transfer Agreement), and CFSC hereby agrees to purchase all right,
title and interest of CFC in and to the Subsequent Loans and the Subsequent
Other Conveyed Property described in the related Subsequent Transfer Agreement.

         (b) CFC shall transfer to CFSC, and CFSC shall acquire, the Subsequent
Loans and the Subsequent Other Conveyed Property to be transferred on any
Subsequent Transfer Date only upon the satisfaction of each of the following
conditions on or prior to such Subsequent Transfer Date:

                  (i) CFSC shall have provided the Trustee and the Rating
         Agencies with an Addition Notice at least five Business Days prior to
         the Subsequent Transfer Date and shall have provided any information
         reasonably requested by the Trustee with respect to the Subsequent
         Loans;

                  (ii) CFC shall have delivered the related Loan File for each
         Subsequent Loan to the Trustee at least two Business Days prior to the
         Subsequent Transfer Date;

                  (iii) CFC shall have delivered to CFSC a duly executed
         Subsequent Transfer Agreement substantially in the form of Exhibit A
         hereto (the "Subsequent Transfer Agreement"), which shall include a
         List of Loans identifying the related Subsequent Loans;

                  (iv) as of each Subsequent Transfer Date, as evidenced by
         delivery of the Subsequent Transfer Agreement, neither CFC nor CFSC
         shall be insolvent nor shall they have been made insolvent by such
         transfer nor shall they be aware of any pending insolvency;

                  (v) such transfer shall not result in a material adverse tax
         consequence to the Trust (including the Master REMIC, Intermediate
         REMIC or Subsidiary REMIC) or the Certificateholders;

                  (vi) the Pre-Funding Period shall not have ended; and

                                       4
<PAGE>

                  (vii) each other condition set forth in Section 2.03(b) and,
         if applicable, Section 2.03(c) of the Pooling and Servicing Agreement
         shall have been satisfied.

         (c) CFC covenants to transfer to CFSC pursuant to paragraph (a) above
Subsequent Loans with aggregate Scheduled Principal Balances of approximately
equal to $489.15; provided, however, that the sole remedy of CFSC with respect
to a failure of such covenant shall be to enforce the provisions of Section 8.08
of the Pooling and Servicing Agreement.


                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

         SECTION 3.1. Representations and Warranties of CFC. CFC makes the
following representations and warranties, on which CFSC relies in purchasing the
Initial and Additional Loans and the Initial Other Conveyed Property and in
transferring the Initial and Additional Loans and the Initial Other Conveyed
Property to the Trustee under the Pooling and Servicing Agreement. Such
representations are made as of the execution and delivery of this Agreement, but
shall survive the sale, transfer and assignment of the Initial and Additional
Loans and the Initial Other Conveyed Property hereunder and the sale, transfer
and assignment thereof by CFSC to the Trustee under the Pooling and Servicing
Agreement. CFC and CFSC agree that CFSC will assign to the Trustee all of CFSC's
rights under this Agreement and that the Trustee will thereafter be entitled to
enforce this Agreement against CFC in the Trustee's own name.

         (a) Representations Regarding Loans. The representations and warranties
set forth in Sections 3.02, 3.04 and 3.05 of the Pooling and Servicing Agreement
are true and correct.

         (b) Organization and Good Standing. CFC has been duly organized and is
validly existing as a corporation in good standing under the laws of the State
of Delaware, with power and authority to own its properties and to conduct its
business as such properties are currently owned and such business is currently
conducted, and had at all relevant times, and now has, power, authority and
legal right to acquire, own and sell the Initial and Additional Loans and the
Initial Other Conveyed Property transferred to CFSC.

         (c) Due Qualification. CFC is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses
and approvals, in all jurisdictions in which the ownership or lease of its
property or the conduct of its business requires such qualification.

         (d) Power and Authority. CFC has the power and authority to execute and
deliver this Agreement and its Related Documents and to carry out its terms and
their terms, respectively; CFC has full power and authority to sell and assign
the Initial and Additional Loans and the Initial Other Conveyed Property to be
sold and assigned to and deposited with CFSC hereunder and has duly authorized
such sale and assignment to CFSC by all necessary corporate action; and the
execution, delivery and performance of this Agreement and CFC's Related
Documents have been duly authorized by CFC by all necessary corporate action.

         (e) Valid Sale; Binding Obligations. This Agreement and CFC's Related
Documents have been duly executed and delivered; shall effect a valid sale,
transfer and assignment of the Initial and Additional Loans and the Initial
Other Conveyed Property, enforceable against CFC

                                       5
<PAGE>

and creditors of and purchasers from CFC; and constitute legal, valid and
binding obligations of CFC enforceable in accordance with their respective
terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally and by equitable limitations on the availability of specific
remedies, regardless of whether such enforceability is considered in a
proceeding in equity or at law.

         (f) No Violation. The consummation of the transactions contemplated by
this Agreement and the Related Documents and the fulfillment of the terms of
this Agreement and the Related Documents shall not conflict with, result in any
breach of any of the terms and provisions of or constitute (with or without
notice, lapse of time or both) a default under, the certificate of incorporation
or bylaws of CFC, or any indenture, agreement, mortgage, deed of trust or other
instrument to which CFC is a party or by which it is bound, or result in the
creation or imposition of any Lien, upon any of its properties pursuant to the
terms of any such indenture, agreement, mortgage, deed of trust or other
instrument, other than this Agreement and the Pooling and Servicing Agreement,
or violate any law, order, rule or regulation applicable to CFC of any court or
of any federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over CFC or any of its
properties.

         (g) No Proceedings. There are no proceedings or investigations pending
or, to CFC's knowledge, threatened against CFC, before any court, regulatory
body, administrative agency or other tribunal or governmental instrumentality
having jurisdiction over CFC or its properties (i) asserting the invalidity of
this Agreement or any of the Related Documents, (ii) seeking to prevent the
issuance of the Certificates or the consummation of any of the transactions
contemplated by this Agreement or any of the Related Documents, (iii) seeking
any determination or ruling that might materially and adversely affect the
performance by CFC of its obligations under, or the validity or enforceability
of, this Agreement or any of the Related Documents or (iv) seeking to affect
adversely the federal income tax or other federal, state or local tax attributes
of, or seeking to impose any excise, franchise, transfer or similar tax upon,
the transfer and acquisition of the Initial and Additional Loans and the Initial
Other Conveyed Property hereunder or under the Pooling and Servicing Agreement.

         (h) Chief Executive Office. The chief executive office of CFC is
located at 1100 Landmark Towers, 345 St. Peter Street, Saint Paul, MN
55102-1639.

         (i) Licensing. CFC is duly licensed in each state in which Loans were
originated to the extent CFC is required to be licensed by applicable law in
connection with the origination and servicing of the Loans.

         SECTION 3.2. Representations and Warranties of CFSC. CFSC makes the
following representations and warranties, on which CFC relies in selling,
assigning, transferring and conveying the Initial and Additional Loans and the
Initial Other Conveyed Property to CFSC hereunder. Such representations are made
as of the execution and delivery of this Agreement, but shall survive the sale,
transfer and assignment of the Initial and Additional Loans and the Initial
Other Conveyed Property hereunder and the sale, transfer and assignment thereof
by CFSC to the Trustee under the Pooling and Servicing Agreement.

                                       6
<PAGE>

         (a) Organization and Good Standing. CFSC has been duly organized and is
validly existing and in good standing as a corporation under the laws of the
State of Minnesota, with the power and authority to own its properties and to
conduct its business as such properties are currently owned and such business is
currently conducted, and had at all relevant times, and has, full power,
authority and legal right to acquire and own the Initial and Additional Loans
and the Initial Other Conveyed Property and to transfer the Initial and
Additional Loans and the Initial Other Conveyed Property to the Trust pursuant
to the Sale and Servicing Agreement.

         (b) Due Qualification. CFSC is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses
and approvals in all jurisdictions where the failure to do so would materially
and adversely affect (i) CFSC's ability to acquire the Initial and Additional
Loans or the Initial Other Conveyed Property, (ii) the validity or
enforceability of the Initial and Additional Loans and the Initial Other
Conveyed Property or (iii) CFSC's ability to perform its obligations hereunder
and under the Related Documents.

         (c) Power and Authority. CFSC has the power, authority and legal right
to execute and deliver this Agreement and its Related Documents and to carry out
the terms hereof and thereof and to acquire the Initial and Additional Loans and
the Initial Other Conveyed Property hereunder; and the execution, delivery and
performance of this Agreement and its Related Documents and all of the documents
required pursuant hereto or thereto have been duly authorized by CFSC by all
necessary action.

         (d) No Consent Required. CFSC is not required to obtain the consent of
any other Person, or any consent, license, approval or authorization or
registration or declaration with, any governmental authority, bureau or agency
in connection with the execution, delivery or performance of this Agreement and
the Related Documents, except for such as have been obtained, effected or made.

         (e) Binding Obligation. This Agreement and each of its Related
Documents constitutes a legal, valid and binding obligation of CFSC, enforceable
against CFSC in accordance with its terms, subject, as to enforceability, to
applicable bankruptcy, insolvency, reorganization, conservatorship,
receivership, liquidation and other similar laws and to general equitable
principles.

         (f) No Violation. The execution, delivery and performance by CFSC of
this Agreement, the consummation of the transactions contemplated by this
Agreement and the Related Documents and the fulfillment of the terms of this
Agreement and the Related Documents do not and will not conflict with, result in
any breach of any of the terms and provisions of or constitute (with or without
notice or lapse of time) a default under the articles of incorporation or bylaws
of CFSC, or conflict with or breach any of the terms or provisions of, or
constitute (with or without notice or lapse of time) a default under, any
indenture, agreement, mortgage, deed of trust or other instrument to which CFSC
is a party or by which CFSC is bound or to which any of its properties are
subject, or result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement, mortgage,
deed of trust or other instrument (other than the Pooling and Servicing
Agreement), or violate any law, order, rule or regulation, applicable to CFSC or
its properties, of any federal or state

                                       7
<PAGE>

regulatory body or any court, administrative agency, or other governmental
instrumentality having jurisdiction over CFSC or any of its properties.

         (g) No Proceedings. There are no proceedings or investigations pending,
or, to the knowledge of CFSC, threatened against CFSC, before any court,
regulatory body, administrative agency, or other tribunal or governmental
instrumentality having jurisdiction over CFSC or its properties: (i) asserting
the invalidity of this Agreement or any of the Related Documents, (ii) seeking
to prevent the consummation of any of the transactions contemplated by this
Agreement or any of the Related Documents, (iii) seeking any determination or
ruling that might materially and adversely affect the performance by CFSC of its
obligations under, or the validity or enforceability of, this Agreement or any
of the Related Documents or (iv) that may adversely affect the federal or state
income tax attributes of, or seeking to impose any excise, franchise, transfer
or similar tax upon, the transfer and acquisition of the Initial and Additional
Loans and the Initial Other Conveyed Property hereunder or the transfer of the
Initial and Additional Loans and the Initial Other Conveyed Property to the
Trust pursuant to the Pooling and Servicing Agreement.

In the event of any breach of a representation and warranty made by CFSC
hereunder, CFC covenants and agrees that it will not take any action to pursue
any remedy that it may have hereunder, in law, in equity or otherwise, until a
year and a day have passed since the later of (i) the date on which all
pass-through certificates or other similar securities issued by the Trust, or a
trust or similar vehicle formed by CFSC, have been paid in full, or (ii) all
Certificates or other similar securities issued by the Trust, or a trust or
similar vehicle formed by CFSC, have been paid in full. CFC and CFSC agree that
damages will not be an adequate remedy for such breach and that this covenant
may be specifically enforced by CFSC or by the Trustee on behalf of the Trust.


                                   ARTICLE IV
                                COVENANTS OF CFC

         SECTION 4.1. Transfer of Loans.

         (a) On or prior to the Closing Date, or the Subsequent Transfer Date in
the case of Subsequent Loans, CFC shall deliver the Loan Files to CFSC. CFC has
filed a form UCC-1 financing statement regarding the sale of the Loans to CFSC,
and shall file continuation statements in respect of such UCC-1 financing
statement as if such financing statement were necessary to perfect such sale.
CFC shall take any other actions necessary to maintain the perfection of the
sale of the Loans to CFSC.

         (b) CFC shall file promptly in the appropriate recording offices the
assignments to the Trustee on behalf of the Trust of the mortgage, deed of trust
or security deed securing each Loan secured by real estate in Maryland, and
shall deliver to the Trustee an Opinion of Counsel to the effect that the
recordation of assignments of the mortgages, deeds of trust and security deeds,
securing Loans relating to real estate located in any state other than Maryland,
is not necessary to effect the assignment to the Trustee on behalf of the Trust
of CFC's lien on the real property securing such Loans.

                                       8
<PAGE>

         SECTION 4.2. Costs and Expenses. CFC shall pay all reasonable costs and
disbursements in connection with the performance of its obligations hereunder
and under each Subsequent Transfer Agreement and its Related Documents.

         SECTION 4.3. Indemnification.

         (a) CFC will defend and indemnify CFSC against any and all costs,
expenses, losses, damages, claims and liabilities, including reasonable fees and
expenses of counsel and expenses of litigation arising out of or resulting from
the use or ownership of any real estate related to a Loan by CFC or the Servicer
or any Affiliate of either. Notwithstanding any other provision of this
Agreement, the obligation of CFC under this Section shall not terminate upon a
Service Transfer pursuant to Article VII of the Pooling and Servicing Agreement,
except that the obligation of CFC under this Section 4.3 shall not relate to the
actions of any subsequent Servicer after a Service Transfer.

         (b) No obligation or liability to any Obligor under any of the Loans is
intended to be assumed by CFSC under or as a result of this Agreement and the
transactions contemplated hereby and, to the maximum extent permitted and valid
under mandatory provisions of law, CFSC expressly disclaims such assumption.

         (c) CFC agrees to pay, and to indemnify, defend and hold harmless CFSC
from, any taxes which may at any time be asserted with respect to, and as of the
date of, the transfer of the Loans to CFSC, including, without limitation, any
sales, gross receipts, general corporation, personal property, privilege or
license taxes and costs, expenses and reasonable counsel fees in defending
against the same, whether arising by reason of the acts to be performed by CFC
under this Agreement or imposed against CFSC.

         (d) Indemnification under this Section 4.3 shall include, without
limitation, reasonable fees and expenses of counsel and expenses of litigation.
If CFC has made any indemnity payments to CFSC pursuant to this Section 4.3 and
CFSC thereafter collects any of such amounts from others, CFSC will repay such
amounts collected to CFC, without interest.


                                    ARTICLE V
                                   REPURCHASES

         SECTION 5.1. Repurchase of Loans Upon Breach of Warranty.

         (a) Upon the occurrence of a Repurchase Event, CFC shall, unless such
breach shall have been cured in all material respects, repurchase such Loan from
the Trust pursuant to Section 3.06 of the Pooling and Servicing Agreement,
subject to the limitation of Section 3.07 of the Pooling and Servicing
Agreement. It is understood and agreed that, the obligation of CFC to repurchase
any Loan as to which a breach has occurred and is continuing shall, if such
obligation is fulfilled, constitute the sole remedy against CFC for such breach
available to CFSC, the Certificateholders or the Trustee on behalf of
Certificateholders. The provisions of this Section 5.1 are intended to grant the
Trustee a direct right against CFC to demand performance hereunder, and in
connection therewith, CFC waives any requirement of prior demand against CFSC
with respect to such repurchase obligation. Any such purchase shall take place
in the manner specified in Section 3.06 of the Pooling and Servicing Agreement.
Notwithstanding any

                                       9
<PAGE>

other provision of this Agreement, any Subsequent Transfer Agreement or the
Pooling and Servicing Agreement or any Subsequent Transfer Agreement to the
contrary, the obligation of CFC under this Section shall not terminate upon a
termination of CFC as Servicer under the Pooling and Servicing Agreement and
shall be performed in accordance with the terms hereof notwithstanding the
failure of the Servicer or CFSC to perform any of their respective obligations
with respect to such Loan under the Pooling and Servicing Agreement.

         (b) In lieu of repurchasing a Loan when required by Section 5.1(a) of
this Agreement and Section 3.06(a) of the Pooling and Servicing Agreement, CFC
may deliver an Eligible Substitute Loan pursuant to the provisions of Section
3.06(b) of the Pooling and Servicing Agreement.

         (c) In addition to the foregoing and notwithstanding whether the
related Loan shall have been purchased by CFC, CFC shall indemnify the Trustee,
the Trust and the Certificateholders against all costs, expenses, losses,
damages, claims and liabilities, including reasonable fees and expenses of
counsel, which may be asserted against or incurred by any of them as a result of
third party claims arising out of the events or facts giving rise to such
Repurchase Events.

         SECTION 5.2. Reassignment of Purchased Loans. Upon deposit of the
Repurchase Price of any Loan repurchased or replaced by CFC under Section 5.1,
CFSC shall cause the Trustee to take such steps as may be reasonably requested
by CFC in order to assign to CFC all of CFSC's and the Trust's right, title and
interest in and to such Loan and all security and documents and all Other
Conveyed Property conveyed to CFSC and the Trust directly relating thereto,
without recourse, representation or warranty, except as to the absence of liens,
charges or encumbrances created by or arising as a result of actions of CFSC or
the Trustee. Such assignment shall be a sale and assignment outright, and not
for security. If, following the reassignment of a Loan, in any enforcement suit
or legal proceeding, it is held that CFC may not enforce any such Loan on the
ground that it shall not be a real party in interest or a holder entitled to
enforce the Loan, CFSC and the Trustee shall, at the expense of CFC, take such
steps as CFC deems reasonably necessary to enforce the Loan, including bringing
suit in CFSC's or the Trustee's name.

         SECTION 5.3. Waivers. No failure or delay on the part of CFSC, or the
Trustee as assignee of CFSC, in exercising any power, right or remedy under this
Agreement or under any Subsequent Transfer Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or
remedy preclude any other or future exercise thereof or the exercise of any
other power, right or remedy.


                                   ARTICLE VI
                                  MISCELLANEOUS

         SECTION 6.1. Liability of CFC. CFC shall be liable in accordance
herewith only to the extent of the obligations in this Agreement or in any
Subsequent Transfer Agreement specifically undertaken by CFC and the
representations and warranties of CFC.

                                       10
<PAGE>

         SECTION 6.2. Merger or Consolidation of CFC or CFSC. Any corporation or
other entity (i) into which CFC or CFSC may be merged or consolidated, (ii)
resulting from any merger or consolidation to which CFC or CFSC is a party or
(iii) succeeding to the business of CFC or CFSC, in the case of CFSC, which
corporation has articles of incorporation containing provisions relating to
limitations on business and other matters substantively identical to those
contained in CFSC's articles of incorporation, provided that in any of the
foregoing cases such corporation shall execute an agreement of assumption to
perform every obligation of CFC or CFSC, as the case may be, under this
Agreement and each Subsequent Transfer Agreement and, whether or not such
assumption agreement is executed, shall be the successor to CFC or CFSC, as the
case may be, hereunder and under each such Subsequent Transfer Agreement
(without relieving CFC or CFSC of its responsibilities hereunder, if it survives
such merger or consolidation) without the execution or filing of any document or
any further act by any of the parties to this Agreement or each Subsequent
Transfer Agreement. CFC or CFSC shall promptly inform the other party and the
Trustee of such merger, consolidation or purchase and assumption.
Notwithstanding the foregoing, as a condition to the consummation of the
transactions referred to in clauses (i), (ii) and (iii) above, (x) immediately
after giving effect to such transaction, no representation or warranty made
pursuant to Sections 3.1 and 3.2 and the Pooling and Servicing Agreement, or
similar representation or warranty made in any Subsequent Transfer Agreement,
shall have been breached (for purposes hereof, such representations and
warranties shall speak as of the date of the consummation of such transaction),
(y) CFC or CFSC, as applicable, shall have delivered written notice of such
consolidation, merger or purchase and assumption to the Rating Agencies prior to
the consummation of such transaction and shall have delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel each stating that such
consolidation, merger or succession and such agreement of assumption comply with
this Section 6.2 and that all conditions precedent, if any, provided for in this
Agreement, or in each Subsequent Transfer Agreement, relating to such
transaction have been complied with, and (z) CFC or CFSC, as applicable, shall
have delivered to the Trustee an Opinion of Counsel, stating that, in the
opinion of such counsel, either (A) all financing statements and continuation
statements and amendments thereto have been executed and filed that are
necessary to preserve and protect the interest of the Trustee in the Trust
Property and reciting the details of the filings or (B) no such action shall be
necessary to preserve and protect such interest.

         SECTION 6.3. Limitation on Liability of CFC and Others. CFC shall not
be under any obligation to appear in, prosecute or defend any legal action that
is not incidental to its obligations under this Agreement, any Subsequent
Transfer Agreement or its Related Documents and that in its opinion may involve
it in any expense or liability.

         SECTION 6.4. Amendment.

         (a) This Agreement and any Subsequent Transfer Agreement may be amended
by CFC and CFSC and without the consent of the Trustee or any of the
Certificateholders (A) to cure any ambiguity or (B) to correct any provisions in
this Agreement or any such Subsequent Transfer Agreement; provided, however,
that such action shall not, as evidenced by an Opinion of Counsel delivered to
the Trustee, adversely affect in any material respect the interests of any
Certificateholder.

                                       11
<PAGE>

         (b) This Agreement may also be amended from time to time by CFC and
CFSC, with the prior written consent of the Trustee and the Holders of
Certificates representing, in the aggregate, 66 2/3% or more of the Aggregate
Certificate Principal Balance, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement,
or of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall (i) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, collections of payments on the
Loans or, distributions that are required to be made on any Certificate or (ii)
reduce the aforesaid percentage required to consent to any such amendment or any
waiver hereunder, without the consent of the Holders of all Certificates then
outstanding.

         (c) This Agreement shall not be amended under this Section without the
consent of 100% of the Certificateholders and the Class R Certificateholder if
such amendment would result in the disqualification of the Trust as a REMIC
under the Code.

         (d) Concurrently with the solicitation of any consent pursuant to this
Section 6.4, CFSC shall furnish written notification to the Rating Agencies.
Promptly after the execution of any amendment or consent pursuant to this
Section 6.4, CFSC shall furnish written notification of the substance of such
amendment to the Rating Agencies and to each Certificateholder and the Class R
Certificateholder.

         (e) It shall not be necessary for the consent of Certificateholders
pursuant to this Section 6.4 to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable requirements as the Trustee may prescribe, including
the establishment of record dates. The consent of any Holder of a Certificate
given pursuant to this Section or pursuant to any other provision of this
Agreement shall be conclusive and binding on such Holder and on all future
Holders of such Certificate and of any Certificate issued upon the transfer
thereof or in exchange thereof or in lieu thereof whether or not notation of
such consent is made upon the Certificate.

         SECTION 6.5. Notices. All demands, notices and communications to CFC or
CFSC hereunder shall be in writing, personally delivered, or sent by telecopier
(subsequently confirmed in writing), reputable overnight courier or mailed by
certified mail, return receipt requested, and shall be deemed to have been given
upon receipt (a) in the case of CFC, to Conseco Finance Corp., 1100 Landmark
Towers, 345 St. Peter Street, Saint Paul, Minnesota 55102-1639, Attention: Chief
Financial Officer, or such other address as shall be designated by CFC in a
written notice delivered to the other party or to the Trustee or (b) in case of
CFSC, to Conseco Finance Securitizations Corp., 300 Landmark Towers, 345 St.
Peter Street, Saint Paul, Minnesota 55102-1639, Attention: Chief Financial
Officer.

         SECTION 6.6. Merger and Integration. Except as specifically stated
otherwise herein, this Agreement and the Related Documents set forth the entire
understanding of the parties relating to the subject matter hereof, and all
prior understandings, written or oral, are superseded by this Agreement and the
Related Documents. This Agreement may not be modified, amended, waived or
supplemented except as provided herein.

                                       12
<PAGE>

         SECTION 6.7. Severability of Provisions. If any one or more of the
covenants, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, provisions or terms shall be
deemed severable from the remaining covenants, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.

         SECTION 6.8. Intention of the Parties. The execution and delivery of
this Agreement and of each Subsequent Transfer Agreement shall constitute an
acknowledgment by CFC and CFSC that they intend that each assignment and
transfer herein and therein contemplated constitute a sale and assignment
outright, and not for security, of the Initial and Additional Loans and the
Initial Other Conveyed Property and the Subsequent Loans and Subsequent Other
Conveyed Property, as the case may be, conveying good title thereto free and
clear of any liens, from CFC to CFSC, and that the Initial and Additional Loans
and the Initial Other Conveyed Property and the Subsequent Loans and Subsequent
Other Conveyed Property shall not be a part of CFC's estate in the event of the
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding,
or other proceeding under any federal or state bankruptcy or similar law, or the
occurrence of another similar event, of, or with respect to, CFC. In the event
that such conveyance is determined to be made as security for a loan made by
CFSC, the Trust or the Certificateholders to CFC, the parties intend that CFC
shall have granted to CFSC a security interest in all of CFC's right, title and
interest in and to the Initial and Additional Loans and the Initial Other
Conveyed Property and the Subsequent Loans and Subsequent Other Conveyed
Property, as the case may be, conveyed pursuant to Section 2.1 hereof or
pursuant to any Subsequent Transfer Agreement, and that this Agreement and each
Subsequent Transfer Agreement shall constitute a security agreement under
applicable law.

         SECTION 6.9. Governing Law. This Agreement shall be construed in
accordance with, the laws of the State of Minnesota without regard to the
principles of conflicts of laws thereof, and the obligations, rights and
remedies of the parties under this Agreement shall be determined in accordance
with such laws.

         SECTION 6.10. Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

         SECTION 6.11. Conveyance of the Initial and Additional Loans and the
Initial Other Conveyed Property to the Trust. CFC acknowledges that CFSC
intends, pursuant to the Pooling and Servicing Agreement, to convey the Initial
and Additional Loans and the Initial Other Conveyed Property, together with its
rights under this Agreement, to the Trustee on the date hereof. CFC acknowledges
and consents to such conveyance and waives any further notice thereof and
covenants and agrees that the representations and warranties of CFC contained in
this Agreement and the rights of CFSC hereunder are intended to benefit the
Trustee, the Trust, and the Certificateholders. In furtherance of the foregoing,
CFC covenants and agrees to perform its duties and obligations hereunder, in
accordance with the terms hereof for the benefit of the Trustee, the Trust, and
the Certificateholders and that, notwithstanding anything to the contrary in
this Agreement, CFC shall be directly liable to the Trustee and the Trust
(notwithstanding any failure by the Servicer or CFSC to perform its duties and
obligations hereunder or under the

                                       13
<PAGE>

Pooling and Servicing Agreement) and that the Trustee may enforce the duties and
obligations of CFC under this Agreement against CFC for the benefit of the Trust
and the Certificateholders.

         SECTION 6.12. Nonpetition Covenant. Neither CFSC nor CFC shall petition
or otherwise invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against the Trust (or, in the case of
CFC, against CFSC or, in the case of CFSC, against CFC) under any federal or
state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Trust (or CFSC) or any substantial part of its property, or ordering the
winding up or liquidation of the affairs of the Trust (or CFSC).

                                       14
<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Transfer Agreement to
be duly executed by their respective officers as of the 25th day of October,
2001.

                                      CONSECO FINANCE SECURITIZATIONS CORP.,
                                      as Purchaser

                                      By:
                                          -------------------------------------
                                          Timothy R. Jacobson
                                          Vice President and Assistant Treasurer


                                      CONSECO FINANCE CORP.,
                                      as Seller

                                      By:
                                          --------------------------------------
                                          Timothy R. Jacobson
                                          Vice President and Assistant Treasurer

                                       15
<PAGE>

                                   SCHEDULE A

                    SCHEDULE OF INITIAL AND ADDITIONAL LOANS


         Attached are the first and last pages of the initial home equity loan
list, the initial home improvement list and the additional home equity loan
list. Complete lists are in possession of the Trustee.















                                      A-1
<PAGE>

                                    EXHIBIT A


                                     FORM OF

                          SUBSEQUENT TRANSFER AGREEMENT


                                     between


                      CONSECO FINANCE SECURITIZATIONS CORP.
                                    Purchaser


                                       and


                              CONSECO FINANCE CORP.
                                     Seller




                                   dated as of

                                 ________, 2001
<PAGE>

         SUBSEQUENT TRANSFER AGREEMENT, dated as of ________, 2001, between
Conseco Finance Securitizations Corp., a Minnesota corporation, as purchaser
("CFSC"), and Conseco Finance Corp., a Delaware corporation, as seller ("CFC"),
pursuant to the Transfer Agreement, dated as of October 1, 2001, between CFSC
and CFC.

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, CFC and CFSC are parties to a Transfer Agreement, dated as of
October 1, 2001 (as amended or supplemented, the "Transfer Agreement");

         WHEREAS, pursuant to the Transfer Agreement and this Agreement, CFSC
has agreed to purchase from CFC and CFC is transferring to CFSC the Subsequent
Loans and the Subsequent Other Conveyed Property.

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter contained, and for other good and valuable consideration,
the receipt of which is acknowledged, CFSC and CFC, intending to be legally
bound, hereby agree as follows:

         1. Defined Terms. Capitalized terms used but not otherwise defined
herein shall have the respective meanings assigned to such terms in the Transfer
Agreement.

         "Agreement" means this Subsequent Transfer Agreement and all amendments
hereof and all supplements hereto.

         "Cut-off Date" shall mean, with respect to the Subsequent Loans
conveyed hereby, _________, 2001.

         "Schedule of Subsequent Loans" means the schedule of all home equity
loans sold and transferred pursuant to this Agreement attached hereto as
Schedule A, which Schedule of Subsequent Loans shall supplement the Schedule of
Initial and Additional Loans attached to the Transfer Agreement.

         "Subsequent Loans" means, for purposes of this Agreement, the
closed-end home equity loans identified on the Schedule of Subsequent Loans
attached hereto as Schedule A, including without limitation all related
mortgages, deeds of trust and security deeds and any and all rights to receive
payments due pursuant thereto after the Cut-off Date.

         "Subsequent Other Conveyed Property" means, for purposes of this
Agreement, (i) all rights under any hazard, flood or other individual insurance
policy on the real estate securing each Subsequent Loan for the benefit of the
creditor of such Loan, (ii) all rights CFC may have against the originating
lender with respect to each Subsequent Loan originated by a lender other than
CFC, (iii) all rights under the Errors and Omissions Protection Policy and the
Fidelity Bond as such policy and bond relate to the Subsequent Loans, (iv) all
rights under any title insurance policies, if applicable, on any of the
properties securing Subsequent Loans, and (v) proceeds and products of the
foregoing.

         "Subsequent Transfer Date" means the date of this Agreement.


                                     Ex. A-1
<PAGE>

         2. Conveyance of the Subsequent Loans and the Subsequent Other Conveyed
Property. Subject to the terms and conditions of this Agreement and the Transfer
Agreement, CFC hereby sells, transfers, assigns, and otherwise conveys to CFSC
without recourse (but without limitation of its obligations in this Agreement
and the Transfer Agreement), and CFSC hereby purchases, all right, title and
interest of CFC in and to the Subsequent Loans and the Subsequent Other Conveyed
Property. It is the intention of CFC and CFSC that the transfer and assignment
contemplated by this Agreement shall constitute a sale of the Subsequent Loans
and the Subsequent Other Conveyed Property from CFC to CFSC, conveying good
title thereto free and clear of any Liens, and the Subsequent Loans and the
Subsequent Other Conveyed Property shall not be part of CFC's estate in the
event of the filing of a bankruptcy petition by or against CFC under any
bankruptcy or similar law.

         3. Purchase Price. Simultaneously with the conveyance of the Subsequent
Loans and the Subsequent Other Conveyed Property to CFSC, CFSC has paid or
caused to be paid to or upon the order of CFC, by wire transfer of immediately
available funds (representing certain proceeds to CFSC from the sale of the
Certificates on deposit in the Pre-Funding Account), the amount of funds as
specified below:

         (i)      Principal Balance of Subsequent Loans:     $_______

         (ii)     Proceeds to CFC:                           $_______

         4. Representations and Warranties of CFC. CFC makes the following
representations and warranties, on which CFSC relies in purchasing the
Subsequent Loans and the Subsequent Other Conveyed Property and in transferring
the Subsequent Loans and the Subsequent Other Conveyed Property to the Trustee
under the Subsequent Transfer Instrument. Such representations are made as of
the execution and delivery of this Agreement, but shall survive the sale,
transfer and assignment of the Subsequent Loans and the Subsequent Other
Conveyed Property hereunder, and the sale, transfer and assignment thereof by
CFSC to the Trustee under the Subsequent Transfer Instrument. CFC and CFSC agree
that CFSC will assign to the Trustee all of CFSC's rights under the Agreement,
and that the Trustee will thereafter be entitled to enforce this Agreement
against CFC in the Trustee's own name.

         (a) Schedule of Representations. The representations and warranties set
forth in Sections 3.02, 3.03 and 3.04 of the Pooling and Servicing Agreement are
true and correct.

         (b) Organization and Good Standing. CFC has been duly organized and is
validly existing as a corporation in good standing under the laws of the State
of Delaware, with power and authority to own its properties and to conduct its
business as such properties are currently owned and such business is currently
conducted, and had at all relevant times, and now has, power, authority and
legal right to acquire, own and sell the Subsequent Loans and the Subsequent
Other Conveyed Property transferred to CFSC.

         (c) Due Qualification. CFC is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses
and approvals, in all jurisdictions in which the ownership or lease of its
property or the conduct of its business requires such qualification.


                                    Ex. A-2
<PAGE>

         (d) Power and Authority. CFC has the power and authority to execute and
deliver this Agreement and to carry out its terms; CFC has full power and
authority to sell and assign the Subsequent Loans and the Subsequent Other
Conveyed Property to be sold and assigned to and deposited with CFSC hereunder
and has duly authorized such sale and assignment to CFSC by all necessary
corporate action; and the execution, delivery and performance of this Agreement
has been duly authorized by CFC by all necessary corporate action.

         (e) Valid Sale; Binding Obligations. This Agreement has been duly
executed and delivered, shall effect a valid sale, transfer and assignment of
the Subsequent Loans and the Subsequent Other Conveyed Property, enforceable
against CFC and creditors of and purchasers from CFC; and this Agreement
constitutes the legal, valid and binding obligation of CFC enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by equitable limitations on the
availability of specific remedies, regardless of whether such enforceability is
considered in a proceeding in equity or at law.

         (f) No Violation. The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms of this Agreement shall not
conflict with, result in any breach of any of the terms and provisions of or
constitute (with or without notice, lapse of time or both) a default under, the
certificate of incorporation or bylaws of CFC, or any indenture, agreement,
mortgage, deed of trust or other instrument to which CFC is a party or by which
it is bound, or result in the creation or imposition of any lien upon any of its
properties pursuant to the terms of any such indenture, agreement, mortgage,
deed of trust or other instrument, other than this Agreement, or violate any
law, order, rule or regulation applicable to CFC of any court or of any federal
or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over CFC or any of its properties.

         (g) No Proceedings. There are no proceedings or investigations pending
or, to CFC's knowledge, threatened against CFC, before any court, regulatory
body, administrative agency or other tribunal or governmental instrumentality
having jurisdiction over CFC or its properties (i) asserting the invalidity of
this Agreement, (ii) seeking to prevent or the consummation of any of the
transactions contemplated by this Agreement, (iii) seeking any determination or
ruling that might materially and adversely affect the performance by CFC of its
obligations under, or the validity or enforceability of, this Agreement, or (iv)
seeking to affect adversely the federal income tax or other federal, state or
local tax attributes of, or seeking to impose any excise, franchise, transfer or
similar tax upon, the transfer and acquisition of the Subsequent Loans and the
Subsequent Other Conveyed Property hereunder.

         (h) Insolvency. As of the Cut-off Date and the Subsequent Transfer
Date, neither CFC nor CFSC is insolvent nor will either of them have been made
insolvent after giving effect to the conveyance set forth in Section 2 of this
Agreement, nor are any of them aware of any pending insolvency.

         (i) Chief Executive Office. The chief executive office of CFC is
located at 1100 Landmark Towers, 345 St. Peter Street, Saint Paul, Minnesota
55102-1639.


                                    Ex. A-3
<PAGE>

         (j) Licensing. CFC is duly licensed in each state in which Loans were
originated to the extent CFC is required to be licensed by applicable law in
connection with the origination and servicing of the Loans.

         5. Representations and Warranties of CFSC. CFSC makes the following
representations and warranties, on which CFC relies in selling, assigning,
transferring and conveying the Subsequent Loans and the Subsequent Other
Conveyed Property to CFSC hereunder. Such representations are made as of the
execution and delivery of this Agreement, but shall survive the sale, transfer
and assignment of the Subsequent Loans and the Subsequent Other Conveyed
Property hereunder and the sale, transfer and assignment thereof by CFSC to the
Trustee under the Subsequent Transfer Instrument.

         (a) Organization and Good Standing. CFSC has been duly organized and is
validly existing and in good standing as a corporation under the laws of the
State of Minnesota, with the power and authority to own its properties and to
conduct its business as such properties are currently owned and such business is
currently conducted, and had at all relevant times, and has, full power,
authority and legal right to acquire and own the Subsequent Loans and the
Subsequent Other Conveyed Property, and to transfer the Subsequent Loans and the
Subsequent Other Conveyed Property to the Trustee pursuant to the Subsequent
Transfer Instrument.

         (b) Due Qualification. CFSC is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses
and approvals in all jurisdictions where the failure to do so would materially
and adversely affect CFSC's ability to acquire the Subsequent Loans or the
Subsequent Other Conveyed Property or the validity or enforceability of the
Subsequent Loans and the Subsequent Other Conveyed Property or to perform CFSC's
obligations hereunder and under the Subsequent Transfer Instrument.

         (c) Power and Authority. CFSC has the power, authority and legal right
to execute and deliver this Agreement and to carry out the terms hereof and to
acquire the Subsequent Loans and the Subsequent Other Conveyed Property
hereunder; and the execution, delivery and performance of this Agreement and all
of the documents required pursuant hereto have been duly authorized by CFSC by
all necessary action.

         (d) No Consent Required. CFSC is not required to obtain the consent of
any other Person, or any consent, license, approval or authorization or
registration or declaration with, any governmental authority, bureau or agency
in connection with the execution, delivery or performance of this Agreement,
except for such as have been obtained, effected or made.

         (e) Binding Obligation. This Agreement constitutes a legal, valid and
binding obligation of CFSC, enforceable against CFSC in accordance with its
terms, subject, as to enforceability, to applicable bankruptcy, insolvency,
reorganization, conservatorship, receivership, liquidation and other similar
laws and to general equitable principles.

         (f) No Violation. The execution, delivery and performance by CFSC of
this Agreement, the consummation of the transactions contemplated by this
Agreement and the Subsequent Transfer Instrument and the fulfillment of the
terms of this Agreement and the Subsequent Transfer Instrument do not and will
not conflict with, result in any breach of any of


                                    Ex. A-4
<PAGE>

the terms and provisions of, or constitute (with or without notice or lapse of
time) a default under, the articles of incorporation or bylaws of CFSC, or
conflict with or breach any of the terms or provisions of, or constitute (with
or without notice or lapse of time) a default under, any indenture, agreement,
mortgage, deed of trust or other instrument to which CFSC is a party or by which
CFSC is bound or to which any of its properties are subject, or result in the
creation or imposition of any lien upon any of its properties pursuant to the
terms of any such indenture, agreement, mortgage, deed of trust or other
instrument (other than the Pooling and Servicing Agreement and the Subsequent
Transfer Instrument), or violate any law, order, rule or regulation, applicable
to CFSC or its properties, of any federal or state regulatory body, any court,
administrative agency, or other governmental instrumentality having jurisdiction
over CFSC or any of its properties.

         (g) No Proceedings. There are no proceedings or investigations pending,
or, to the knowledge of CFSC, threatened against CFSC, before any court,
regulatory body, administrative agency, or other tribunal or governmental
instrumentality having jurisdiction over CFSC or its properties: (i) asserting
the invalidity of this Agreement or the Subsequent Transfer Instrument, (ii)
seeking to prevent the consummation of any of the transactions contemplated by
this Agreement or the Subsequent Transfer Instrument, (iii) seeking any
determination or ruling that might materially and adversely affect the
performance by CFSC of its obligations under, or the validity or enforceability
of, this Agreement or the Subsequent Transfer Instrument, or (iv) that may
adversely affect the federal or state income tax attributes of, or seeking to
impose any excise, franchise, transfer or similar tax upon, the transfer and
acquisition of the Subsequent Loans and the Subsequent Other Conveyed Property
hereunder or the transfer of the Subsequent Loans and the Subsequent Other
Conveyed Property to the Trustee pursuant to the Subsequent Transfer Instrument.

         In the event of any breach of a representation and warranty made by
CFSC hereunder, CFC covenants and agrees that it will not take any action to
pursue any remedy that it may have hereunder, in law, in equity or otherwise,
until a year and a day have passed since the date on which all pass-through
certificates or other similar securities issued by the Trust, or a trust or
similar vehicle formed by CFSC, have been paid in full. CFC and CFSC agree that
damages will not be an adequate remedy for such breach and that this covenant
may be specifically enforced by CFSC or by the Trustee on behalf of the Trust.

         6. Conditions Precedent. The obligation of CFSC to acquire the
Subsequent Loans and the Subsequent Other Conveyed Property hereunder is subject
to the satisfaction, on or prior to the Subsequent Transfer Date, of the
following conditions precedent, and CFC hereby confirms that such conditions
precedent are satisfied:

         (a) Representations and Warranties. Each of the representations and
warranties made by the CFC in Section 4 of this Agreement and in Section 3.1 of
the Transfer Agreement shall be true and correct as of the Subsequent Transfer
Date.

         (b) Transfer Agreement Conditions. Each of the conditions set forth in
Section 2.3(b) of the Transfer Agreement applicable to the conveyance of
Subsequent Loans and the Subsequent Other Conveyed Property shall have been
satisfied.


                                    Ex. A-5
<PAGE>

         (c) Additional Information. CFC has delivered to CFSC such information
as was reasonably requested by CFSC to satisfy itself as to (i) the accuracy of
the representations and warranties set forth in Section 4 of this Agreement and
in Section 3.1 of the Transfer Agreement and (ii) the satisfaction of the
conditions set forth in this Section 6.

         7. Ratification of Transfer Agreement. As supplemented by this
Agreement, the Transfer Agreement is in all respects ratified and confirmed and
the Transfer Agreement as so supplemented by this Agreement shall be read, taken
and construed as one and the same instrument.

         8. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Minnesota without regard to the principles of conflicts
of laws thereof, and the obligations, rights and remedies of the parties under
this Agreement shall be determined in accordance with such laws.

         9. Counterparts. For the purposes of facilitating the execution of this
Agreement and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and all of which counterparts shall constitute but one and the same
instrument.

         10. Conveyance of the Subsequent Loans and the Subsequent Other
Conveyed Property to the Trust. CFC acknowledges that CFSC intends, pursuant to
a Subsequent Transfer Instrument, to convey the Subsequent Loans and the
Subsequent Other Conveyed Property, together with its rights under this
Agreement and under the Transfer Agreement, to the Trustee on the date hereof.
CFC acknowledges and consents to such conveyance and waives any further notice
thereof and covenants and agrees that the representations and warranties of CFC
contained in this Agreement and the rights of CFSC hereunder and thereunder are
intended to benefit the Trustee, the Trust and the Certificateholders. In
furtherance of the foregoing, CFC covenants and agrees to perform its duties and
obligations hereunder and under the Transfer Agreement, in accordance with the
terms hereof and thereof for the benefit of the Trustee, the Trust and the
Certificateholders and that, notwithstanding anything to the contrary in this
Agreement or in the Transfer Agreement, CFC shall be directly liable to the
Trustee and the Trust (notwithstanding any failure by CFSC to perform its duties
and obligations hereunder or under the Pooling and Servicing Agreement) and that
the Trustee may enforce the duties and obligations of CFC under this Agreement
and the Transfer Agreement against CFC for the benefit of the Trust and the
Certificateholders.


                                    Ex. A-6
<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective officers as of the ___ day of ____, 2001.

                                       CONSECO FINANCE SECURITIZATIONS CORP.,
                                       as Purchaser

                                       By
                                          --------------------------------------
                                          Name:  Timothy R. Jacobson
                                          Title: Vice President and Assistant
                                                 Treasurer


                                       CONSECO FINANCE CORP.,
                                       as Seller

                                       By
                                          --------------------------------------
                                          Name: Timothy R. Jacobson
                                          Title: Vice President and Assistant
                                                 Treasurer



                                    Ex. A-7
<PAGE>

                                   SCHEDULE A

                            LIST OF SUBSEQUENT LOANS










                                    Ex. A-8