<PAGE>

                                                                     EXHIBIT 4.2




          Manufactured Housing Contract Senior/Subordinate Pass-Through
                           Certificates, Series 2001-4





                               TRANSFER AGREEMENT


                                     between


                      CONSECO FINANCE SECURITIZATIONS CORP.
                                    Purchaser


                                       and


                              CONSECO FINANCE CORP.
                                     Seller


                                   dated as of


                                December 1, 2001
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Article I DEFINITIONS.........................................................1
     Section 1.01 General.....................................................1
     Section 1.02 Specific Terms..............................................1
     Section 1.03 Usage of Terms..............................................3
     Section 1.04 No Recourse.................................................3

Article II CONVEYANCE OF THE INITIAL CONTRACTS AND THE INITIAL
           COLLATERAL SECURITY................................................3
     Section 2.01 Conveyance of the Initial Contracts and the
                  Initial Collateral Security.................................3
     Section 2.02 Purchase Price of Initial Contracts.........................4
     Section 2.03 Conveyance of Subsequent Contracts and
                  Subsequent Collateral Security..............................4

Article III REPRESENTATIONS AND WARRANTIES....................................5
     Section 3.01 Representations and Warranties of Conseco Finance...........5
     Section 3.02 Representations and Warranties of CFSC......................7

Article IV COVENANTS OF CONSECO FINANCE.......................................9
     Section 4.01 Transfer of Contracts.......................................9
     Section 4.02 Costs and Expenses.........................................10
     Section 4.03 Indemnification............................................10
     Section 4.04 Financial Statement Disclosure.............................10

Article V REPURCHASES........................................................10
     Section 5.01 Repurchase of Contracts Upon Breach of Warranty............10
     Section 5.02 Reassignment of Purchased Contracts........................11
     Section 5.03 Waivers....................................................11

Article VI MISCELLANEOUS.....................................................12
     Section 6.01 Liability of Conseco Finance...............................12
     Section 6.02 Merger or Consolidation of Conseco Finance or CFSC.........12
     Section 6.03 Limitation on Liability of Conseco Finance and Others......13
     Section 6.04 Amendment..................................................13
     Section 6.05 Notices....................................................14
     Section 6.06 Merger and Integration.....................................14
     Section 6.07 Severability of Provisions.................................15
     Section 6.08 Intention of the Parties...................................15
     Section 6.09 Governing Law..............................................15
     Section 6.10 Counterparts...............................................15
     Section 6.11 Conveyance of the Initial Contracts and the
                  Initial Collateral Security to the Trust...................15
     Section 6.12 Nonpetition Covenant.......................................16


                                       i
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                                    SCHEDULES

Schedule A  --  Schedule of Initial Contracts


                                    EXHIBITS

Exhibit A  --  Form of Subsequent Transfer Agreement


                                       ii
<PAGE>

                               TRANSFER AGREEMENT
                               ------------------


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

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

         WHEREAS, CFSC has agreed to purchase from Conseco Finance and Conseco
Finance, pursuant to this Agreement, is transferring to CFSC certain
manufactured housing contracts specified in the Schedule of Initial Contracts
attached hereto as Schedule A (the "Initial Contracts"); and

         WHEREAS, CFSC has agreed to purchase from Conseco Finance and Conseco
Finance has agreed to transfer to CFSC the Subsequent Contracts and Subsequent
Collateral Security in an amount set forth herein.

         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 Conseco Finance, intending to be
legally bound, hereby agree as follows:


                                   ARTICLE I

                                   DEFINITIONS

         Section 1.01 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 December 1, 2001, by and among Conseco Finance Securitizations Corp. (as
Seller), Conseco Finance Corp. (in its individual capacity and as Servicer), and
U.S. Bank National Association, as trustee (the "Trustee") relating to the
Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates,
Series 2001-4 (the "Trust").

         Section 1.02 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 December 18, 2001.
<PAGE>

         "Collateral Security" means the Initial Collateral Security conveyed by
Conseco Finance to CFSC pursuant to this Agreement together with any and all
Subsequent Collateral Security conveyed by Conseco Finance to CFSC pursuant to
each Subsequent Transfer Agreement.

         "Initial Contracts" means the Contracts listed on the Schedule of
Initial Contracts attached hereto as Schedule A.

         "Initial Collateral Security" means, with respect to any Initial
Contract,

         (i)      the security interests, if any, granted by or on behalf of the
                  related Obligor with respect thereto, including a first
                  priority perfected security interest in the related
                  Manufactured Home,

         (ii)     all other security interests or liens and property subject
                  thereto from time to time purporting to secure payment of such
                  Contract, whether pursuant to the agreement giving rise to
                  such Contract or otherwise, together with all financing
                  statements signed by the Obligor describing any collateral
                  securing such Contract,

         (iii)    all security agreements granting a security interest in the
                  related Manufactured Home and all guarantees, insurance and
                  other agreements or arrangements of whatever character from
                  time to time supporting or securing payment of such Contract
                  whether pursuant to the agreement giving rise to such Contract
                  or otherwise, and

         (iv)     all records in respect of such Contract.

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

         "Related Documents" means the Certificates, the Pooling and Servicing
Agreement, each Subsequent Transfer Agreement and the Underwriting Agreement
among Conseco Finance, 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 Conseco
Finance's representations and warranties hereunder or under any Subsequent
Purchase Agreement or any other event which requires the repurchase of a
Contract by Conseco Finance under the Pooling and Servicing Agreement.

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

         "Schedule of Contracts" means the Schedule of Initial Contracts
attached hereto as Schedule A as supplemented by each Schedule of Subsequent
Contracts attached to each Subsequent Purchase Agreement as Schedule A.

                                       2
<PAGE>

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

         "Subsequent Contracts" means the Contracts specified in the Schedule of
Subsequent Contracts attached as Schedule A to each Subsequent Purchase
Agreement.

         "Subsequent Collateral Security" means the Subsequent Collateral
Security conveyed by Conseco Finance to CFSC pursuant to each Subsequent
Transfer Agreement.

         "Subsequent Transfer Agreement" has the meaning assigned in Section
2.03(b)(iii).

         "Trust" means the trust created by the Trust Agreement, the estate of
which consists of the Trust Property.

         "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 Trust Agreement.

         "Trust Property" means the property and proceeds of every description
conveyed by CFSC to the Trust pursuant to the Pooling and Servicing Agreement
and pursuant to any Subsequent Transfer Agreement, together with the Certificate
Accounts (including all Eligible Investments therein and all proceeds
therefrom).

         Section 1.03 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 1.04 No Recourse. Without limiting the obligations of Conseco
Finance 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 Conseco
Finance, or of any predecessor or successor of Conseco Finance.


                                   ARTICLE II

                     CONVEYANCE OF THE INITIAL CONTRACTS AND
                         THE INITIAL COLLATERAL SECURITY

         Section 2.01 Conveyance of the Initial Contracts and the Initial
Collateral Security. Subject to the terms and conditions of this Agreement,
Conseco Finance hereby sells, transfers,

                                       3
<PAGE>

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 Conseco Finance in
and to the Initial Contracts and the Initial Collateral Security. It is the
intention of Conseco Finance and CFSC that the transfer and assignment
contemplated by this Agreement shall constitute a sale of the Initial Contracts
and the Initial Collateral Security from Conseco Finance to CFSC, conveying good
title thereto free and clear of any Liens, and the Initial Contracts and the
Initial Collateral Security shall not be part of Conseco Finance's estate in the
event of the filing of a bankruptcy petition by or against Conseco Finance under
any bankruptcy or similar law.

         Section 2.02 Purchase Price of Initial Contracts. Simultaneously with
the conveyance of the Initial Contracts and the Initial Collateral Security to
CFSC, CFSC has paid or caused to be paid to or upon the order of Conseco Finance
approximately $458,623,717 by wire transfer of immediately available funds
(representing the proceeds to CFSC from the sale of the Initial Contracts before

         (i)      deducting expenses incurred by CFSC in connection with such
                  sale and

         (ii)     depositing the Pre-Funded Amount in the Pre-Funding Account.)

         Section 2.03 Conveyance of Subsequent Contracts and Subsequent
Collateral Security.

         (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 Conseco Finance of an amount equal to the purchase price of
the Subsequent Contracts (as set forth in the related Subsequent Transfer
Agreement), Conseco Finance 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 Purchase Agreement),
and CFSC hereby agrees to purchase all right, title and interest of Conseco
Finance in and to the Subsequent Contracts and the Subsequent Collateral
Security described in the related Subsequent Transfer Agreement.

         (b) Conseco Finance shall transfer to CFSC, and CFSC shall acquire, the
Subsequent Contracts and the Subsequent Collateral Security 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)      Conseco Finance shall have provided the Trustee and the
                  relevant 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 Contracts;

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

                                       4
<PAGE>

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

         (iv)     as of each Subsequent Transfer Date, as evidenced by delivery
                  of the Subsequent Transfer Instrument, that neither Conseco
                  Finance 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 and the
                  Subsidiary REMIC) or the Certificateholders or Class C
                  Certificateholders;

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

         (vii)    Conseco Finance shall have delivered to CFSC an Officer's
                  Certificate substantially in the form attached to the Pooling
                  and Servicing Agreement as Exhibit E, confirming the
                  satisfaction of each condition precedent and the
                  representations specified in this Section and in Sections
                  3.01, 3.02 and 3.04 of the Pooling and Servicing Agreement;

         (viii)   the Seller and CFSC shall have delivered to the Trustee
                  Opinions of Counsel addressed to S&P, Moody's, Fitch and the
                  Trustee with respect to the transfer of the Subsequent
                  Contracts substantially in the form of the Opinions of Counsel
                  delivered on the Closing Date regarding certain bankruptcy,
                  corporate and tax matters;

         (ix)     each of the representations and warranties contained in
                  Section 3.04 of the Pooling and Servicing Agreement shall be
                  true and correct.

         (c) Conseco Finance covenants to transfer to CFSC pursuant to paragraph
(a) above Subsequent Contracts with an aggregate Cut-off Date Principal Balance
approximately equal to $229.11; provided, however, that the sole remedy of CFSC
with respect to a failure of such covenant shall be to enforce the provisions of
Section 8.07 of the Pooling and Servicing Agreement.


                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         Section 3.01 Representations and Warranties of Conseco Finance. Conseco
Finance makes the following representations and warranties, on which CFSC relies
in purchasing the Initial Contracts and the Initial Collateral Security and in
transferring the Initial Contracts and the Initial Collateral Security to the
Trust 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 Contracts and the Initial Collateral
Security hereunder and the sale, transfer and assignment thereof by CFSC to the
Trust under the Pooling and

                                       5
<PAGE>

Servicing Agreement. Conseco Finance and CFSC agree that CFSC will assign to the
Trust all of CFSC's rights under this Agreement and that the Trust will
thereafter be entitled to enforce this Agreement against Conseco Finance in the
Trust's own name.

         (a) Representations Regarding Contracts. 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. Conseco Finance 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 Contracts
and the Initial Collateral Security transferred to CFSC.

         (c) Due Qualification. Conseco Finance 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. Conseco Finance 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; Conseco Finance has full power and
authority to sell and assign the Initial Contracts and the Initial Collateral
Security 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
Conseco Finance's Related Documents have been duly authorized by Conseco Finance
by all necessary corporate action.

         (e) Valid Sale; Binding Obligations. This Agreement and Conseco
Finance's Related Documents have been duly executed and delivered, shall effect
a valid sale, transfer and assignment of the Initial Contracts and the Initial
Collateral Security, enforceable against Conseco Finance and creditors of and
purchasers from Conseco Finance; and this Agreement and Conseco Finance's
Related Documents constitute legal, valid and binding obligations of Conseco
Finance 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 Conseco Finance, or any indenture, agreement, mortgage, deed of
trust or other instrument to which Conseco Finance 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

                                       6
<PAGE>

than this Agreement and the Pooling and Servicing Agreement, or violate any law,
order, rule or regulation applicable to Conseco Finance of any court or of any
federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over Conseco Finance or any of its
properties.

         (g) No Proceedings. There are no proceedings or investigations pending
or, to Conseco Finance's knowledge, threatened against Conseco Finance, before
any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality having jurisdiction over Conseco Finance 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 Conseco Finance 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 Contracts and the
                  Initial Collateral Security hereunder or under the Pooling and
                  Servicing Agreement.

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

         Section 3.02 Representations and Warranties of CFSC. CFSC makes the
following representations and warranties, on which Conseco Finance relies in
selling, assigning, transferring and conveying the Initial Contracts and the
Initial Collateral Security 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 Contracts and the Initial Collateral
Security hereunder and the sale, transfer and assignment thereof by CFSC to the
Trust under the Pooling and Servicing Agreement.

         (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 Contracts and the
Initial Collateral Security and to transfer the Initial Contracts and the
Initial Collateral Security to the Trust pursuant to the Pooling and Servicing
Agreement.

                                       7
<PAGE>

         (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 Contracts or the Initial
                  Collateral Security,

         (ii)     the validity or enforceability of the Initial Contracts and
                  the Initial Collateral Security 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 Contracts and the
Initial Collateral Security 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 regulatory body or any court,
administrative agency, or other governmental instrumentality having jurisdiction
over CFSC or any of its properties.

                                       8
<PAGE>

         (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 Contracts and the Initial Collateral Security
                  hereunder or the transfer of the Initial Contracts and the
                  Initial Collateral Security 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, Conseco Finance 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. Conseco Finance 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 CONSECO FINANCE

         Section 4.01 Transfer of Contracts. Conseco Finance has filed a form
UCC-1 financing statement regarding the sale of the Contracts 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. Conseco Finance
shall take any other actions necessary to maintain the perfection of the sale of
the Contracts to CFSC.

                                       9
<PAGE>

         Section 4.02 Costs and Expenses. Conseco Finance 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 4.03 Indemnification.

         (a) Conseco Finance 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 any breach of any of Conseco Finance's representations and
warranties contained herein or in any Subsequent Purchase Agreement.
Notwithstanding any other provision of this Agreement, the obligation of Conseco
Finance 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 Conseco Finance under this Section 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
Contracts 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) Conseco Finance 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 Contracts to CFSC including, without
limitation, any sales, gross receipts, general corporation, personal property
and costs, expenses and reasonable counsel fees in defending against the same,
whether arising by reason of the acts to be performed by Conseco Finance under
this Agreement or imposed against CFSC.

         (d) Indemnification under this Section 4.03 shall include, without
limitation, reasonable fees and expenses of counsel and expenses of litigation.
If the Originator has made any indemnity payments to CFSC pursuant to this
Section and CFSC thereafter collects any of such amounts from others, CFSC will
repay such amounts collected to Conseco Finance, as the case may be, without
interest.

         Section 4.04 Financial Statement Disclosure. Conseco Finance's
financial statements will disclose that the Initial, Additional and Subsequent
Contracts have been transferred by Conseco Finance to CFSC, and by CFSC to the
Trust, and that these Contracts and any other assets of CFSC are not available
to satisfy claims of Conseco Finance's creditors.


                                   ARTICLE V

                                   REPURCHASES

         Section 5.01 Repurchase of Contracts Upon Breach of Warranty.

         (a) Upon the occurrence of a Repurchase Event, Conseco Finance shall,
unless such breach shall have been cured in all material respects, repurchase
such Contract from the Trust pursuant to Section 3.05 of the Pooling and
Servicing Agreement, subject to the limitation of Section 3.06 of the Pooling
and Servicing Agreement. It is understood and agreed that the

                                       10
<PAGE>

obligation of Conseco Finance to repurchase any Contract as to which a breach
has occurred and is continuing shall, if such obligation is fulfilled,
constitute the sole remedy against Conseco Finance for such breach available to
CFSC, the Certificateholders or the Trustee on behalf of Certificateholders. The
provisions of this Section 5.01 are intended to grant the Trustee a direct right
against Conseco Finance to demand performance hereunder, and in connection
therewith, Conseco Finance 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 other provision of this Agreement, any Subsequent Purchase
Agreement or the Pooling and Servicing Agreement or any Subsequent Transfer
Agreement to the contrary, the obligation of Conseco Finance under this Section
shall not terminate upon a termination of Conseco Finance 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 Contract under the Pooling
and Servicing Agreement.

         (b) In addition to the foregoing and notwithstanding whether the
related Contract shall have been purchased by Conseco Finance, Conseco Finance
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 5.02 Reassignment of Purchased Contracts. Upon deposit of the
purchase amount of any Contract repurchased or replaced by Conseco Finance under
Section 5.01, CFSC shall cause the Trustee to take such steps as may be
reasonably requested by Conseco Finance in order to assign to Conseco Finance
all of CFSC's and the Trust's right, title and interest in and to such Contract
and all security and documents and all Collateral Security 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 Contract, in any enforcement suit or legal proceeding, it is
held that Conseco Finance may not enforce any such Contract on the ground that
it shall not be a real party in interest or a holder entitled to enforce the
Contract, CFSC and the Trustee shall, at the expense of Conseco Finance, take
such steps as Conseco Finance deems reasonably necessary to enforce the
Contract, including bringing suit in CFSC's or the Trustee's name.

         Section 5.03 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.

                                       11
<PAGE>

                                   ARTICLE VI

                                  MISCELLANEOUS

         Section 6.01 Liability of Conseco Finance. Conseco Finance 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
Conseco Finance and the representations and warranties of Conseco Finance.

         Section 6.02 Merger or Consolidation of Conseco Finance or CFSC. Any
corporation or other entity

         (i)      into which Conseco Finance or CFSC may be merged or
                  consolidated,

         (ii)     resulting from any merger or consolidation to which Conseco
                  Finance or CFSC is a party or

         (iii)    succeeding to the business of Conseco Finance 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 Conseco Finance 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
                  Conseco Finance or CFSC, as the case may be, hereunder and
                  under each such Subsequent Transfer Agreement (without
                  relieving Conseco Finance 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. Conseco Finance or CFSC shall promptly
                  inform the other party, 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 3.01 and
                  3.02 and this 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),

                  (A)      Conseco Finance or CFSC, as applicable, shall have
                           delivered written notice of such consolidation,
                           merger or purchase and assumption to the relevant
                           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

                                       12
<PAGE>

                           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

                  (B)      Conseco Finance or CFSC, as applicable, shall have
                           delivered to the Trustee an Opinion of Counsel,
                           stating that, in the opinion of such counsel, either

                           (1)      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 and reciting the
                                    details of the filings or

                           (2)      no such action shall be necessary to
                                    preserve and protect such interest.

         Section 6.03 Limitation on Liability of Conseco Finance and Others.
Conseco Finance 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 6.04 Amendment.

         (a) This Agreement and any Subsequent Transfer Agreement may be amended
by Conseco Finance and CFSC and without the consent of the Trustee or any of the
Certificateholders

         (i)      to cure any ambiguity or

         (ii)     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.

         (b) This Agreement may also be amended from time to time by Conseco
Finance 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
Cut-off Date 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
                  Contracts or, distributions that are required to be made on
                  any Certificate or

                                       13
<PAGE>

         (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 C Certificateholders 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 6.04, CFSC shall furnish written notification to S&P, Moody's and Fitch.
Promptly after the execution of any amendment or consent pursuant to this
Section 6.04, CFSC shall furnish written notification of the substance of such
amendment to S&P, Moody's, Fitch, each Certificateholder and the Class C
Certificateholders.

         (e) It shall not be necessary for the consent of Certificateholders
pursuant to this Section 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, as applicable, 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 6.05 Notices. All demands, notices and communications to
Conseco Finance 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

         (i)      in the case of Conseco Finance, to Conseco Finance Corp., 300
                  Landmark Towers, 345 St. Peter Street, Saint Paul, Minnesota
                  55102-1639, Attention: Chief Financial Officer, or such other
                  address as shall be designated by Conseco Finance in a written
                  notice delivered to the other party or to the Trustee, as
                  applicable, or

         (ii)     in case of CFSC, to Conseco Finance Securitizations Corp.,
                  1100 Landmark Towers, 345 St. Peter Street, Saint Paul,
                  Minnesota 55102-1639, Attention: Chief Financial Officer.

         Section 6.06 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.

                                       14
<PAGE>

         Section 6.07 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 6.08 Intention of the Parties. The execution and delivery of
this Agreement and of each Subsequent Transfer Agreement shall constitute an
acknowledgment by Conseco Finance 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 Contracts and the Initial
Collateral Security, and the Subsequent Contracts and Subsequent Collateral
Security, as the case may be, conveying good title thereto free and clear of any
Liens, from Conseco Finance to CFSC, and that the Initial Contracts and the
Initial Collateral Security, and the Subsequent Contracts and Subsequent
Collateral Security shall not be a part of Conseco Finance'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, Conseco
Finance. In the event that such conveyance is determined to be made as security
for a Contract made by CFSC, the Trust or the Certificateholders to Conseco
Finance, the parties intend that Conseco Finance shall have granted to CFSC a
security interest in all of Conseco Finance's right, title and interest in and
to the Initial Contracts and the Initial Collateral Security, and the Subsequent
Contracts and Subsequent Collateral Security, as the case may be, conveyed
pursuant to Section 2.01 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 6.09 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 Contracts and the Initial
Collateral Security to the Trust. Conseco Finance acknowledges that CFSC
intends, pursuant to the Pooling and Servicing Agreement, to convey the Initial
Contracts and the Initial Collateral Security, together with its rights under
this Agreement, to the Trust on the date hereof. Conseco Finance acknowledges
and consents to such conveyance and waives any further notice thereof and
covenants and agrees that the representations and warranties of Conseco Finance
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, Conseco Finance 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, Conseco Finance shall be directly
liable to the Trustee and the Trust (notwithstanding any failure by the Servicer
or CFSC to perform its duties

                                       15
<PAGE>

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

         Section 6.12 Nonpetition Covenant. Neither CFSC nor Conseco Finance
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 Conseco Finance, against CFSC) 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).

                                       16
<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Transfer Agreement to
be duly executed by their respective officers as of the day and year first above
written.


                                       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

                                       17
<PAGE>

                                                                      SCHEDULE A


                          SCHEDULE OF INITIAL CONTRACTS















                                  Schedule B-1
<PAGE>

                                                                       EXHIBIT A





                                                                       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 ("Conseco
Finance"), pursuant to the Transfer Agreement, dated as of December 1, 2001
between CFSC and Conseco Finance.

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

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

         WHEREAS, pursuant to the Transfer Agreement and this Agreement, CFSC
has agreed to purchase from Conseco Finance and Conseco Finance is transferring
to CFSC the Subsequent Contracts and the Subsequent Collateral Security.

         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 Conseco Finance, 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.

         "Schedule of Subsequent Contracts" means the schedule of all
manufactured housing contracts sold and transferred pursuant to this Agreement
attached hereto as Schedule A, which Schedule of Subsequent Contracts shall
supplement the Schedule of Initial Contracts attached to the Transfer Agreement.

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

         "Subsequent Collateral Security" means the Subsequent Collateral
Security conveyed by Conseco Finance to CFSC pursuant to each Subsequent
Transfer Agreement.

         "Subsequent Contracts" means, for purposes of this Agreement, the
Contracts listed in the Schedule of Subsequent Contracts.

         2. Conveyance of the Subsequent Contracts and the Collateral Security.
Subject to the terms and conditions of this Agreement and the Transfer
Agreement, Conseco Finance 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 Conseco Finance in and to the Subsequent Contracts
and the Subsequent Transfer Agreement, including (i) all the right, title and
interest of Conseco Finance in and to the Subsequent Contracts identified on the
list attached hereto as Exhibit A (the "Subsequent Contracts"), including,
without limitation, all right, title and interest in and to the Collateral
Security and all rights to receive payments on or with respect to the Subsequent
Contracts (other than the principal and interest due on the Subsequent Contracts
before the applicable Cut-off Date), (ii) all rights under every Hazard
Insurance Policy relating to a


                                      A-1
<PAGE>

Manufactured Home securing a Subsequent Contract for the benefit of the creditor
of such Subsequent Contract, (iii) all rights under all FHA/VA Regulations
pertaining to any Subsequent Contract that is an FHA/VA Contract, (iv) the
proceeds from the Errors and Omissions Protection Policy and all rights under
any blanket hazard insurance policy to the extent they relate to the
Manufactured Homes, (v) all documents contained in the Contract Files and the
Land-and-Home Contract Files relating to the Subsequent Contracts, (vi) all
rights of Conseco Finance under the Subsequent Transfer Agreement between
Conseco Finance and CFSC, and (vii) all proceeds and products of the foregoing.
It is the intention of Conseco Finance and CFSC that the transfer and assignment
contemplated by this Agreement shall constitute a sale of the Subsequent
Contracts and the Collateral Security from Conseco Finance to CFSC, conveying
good title thereto free and clear of any Liens, and the Subsequent Contracts and
the Collateral Security shall not be part of Conseco Finance's estate in the
event of the filing of a bankruptcy petition by or against Conseco Finance under
any bankruptcy or similar law. Conseco Finance's financial statements will
disclose that the Subsequent Contracts have been transferred by Conseco Finance
to CFSC, and by CFSC to the Trust, and are not available to satisfy claims of
Conseco Finance's creditors.

         3. Purchase Price. Simultaneously with the conveyance of the Subsequent
Contracts and the Collateral Security to CFSC, CFSC has paid or caused to be
paid to or upon the order of Conseco Finance, 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 Contracts: $________

         (ii)     Proceeds to Conseco Finance:               $________

         4. Representations and Warranties of Conseco Finance. Conseco Finance
makes the following representations and warranties, on which CFSC relies in
purchasing the Subsequent Contracts and the Collateral Security and in
transferring the Subsequent Contracts and the Collateral Security to the Trust
under this Agreement. Such representations are made as of the execution and
delivery of this Agreement, but shall survive the sale, transfer and assignment
of the Subsequent Contracts and the Collateral Security hereunder, and the sale,
transfer and assignment thereof by CFSC to the Trust hereunder. Conseco Finance
and CFSC agree that CFSC will assign to the Trust all of CFSC's rights under
this Agreement, and that the Trust will thereafter be entitled to enforce this
Agreement against Conseco Finance in the Trust'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. Conseco Finance 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
Contracts and the Collateral Security transferred to CFSC.


                                      A-2
<PAGE>

         (c) Due Qualification. Conseco Finance 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. Conseco Finance has the power and authority to
execute and deliver this Agreement and to carry out its terms and their terms,
respectively; Conseco Finance has full power and authority to sell and assign
the Subsequent Contracts and the Collateral Security 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 have been duly authorized by Conseco
Finance 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 Contracts and the Collateral Security, enforceable against
Conseco Finance and creditors of and purchasers from Conseco Finance; and this
Agreement constitutes the legal, valid and binding obligations of Conseco
Finance 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 Conseco Finance, or any indenture,
agreement, mortgage, deed of trust or other instrument to which Conseco Finance
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 Transfer Agreement, or violate any law, order, rule or
regulation applicable to Conseco Finance of any court or of any federal or state
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over Conseco Finance or any of its properties.

         (g) No Proceedings. There are no proceedings or investigations pending
or, to Conseco Finance's knowledge, threatened against Conseco Finance, before
any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality having jurisdiction over Conseco Finance 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 Conseco Finance 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 Contracts and the Collateral
Security hereunder.

         (h) Insolvency. As of the Subsequent Cut-off Date and the Subsequent
Transfer Date, neither Conseco Finance nor CFSC is insolvent nor will either of
them have been made


                                      A-3
<PAGE>

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 Conseco
Finance is located at 1100 Landmark Towers, 345 St. Peter Street, Saint Paul,
Minnesota 55102-1639.

         5. Representations and Warranties of CFSC. CFSC makes the following
representations and warranties, on which Conseco Finance relies in selling,
assigning, transferring and conveying the Subsequent Contracts and the
Collateral Security 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 Contracts and the Collateral Security
hereunder.

         (j) 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 Contracts and the
Collateral Security, and to transfer the Subsequent Contracts and the Collateral
Security to the Trust pursuant to this Agreement.

         (k) 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 Contracts or the
Collateral Security or the validity or enforceability of the Subsequent
Contracts and the Collateral Security or to perform CFSC's obligations
hereunder.

         (l) 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 Contracts and the Collateral Security 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.

         (m) 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.

         (n) 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.

         (o) No Violation. The execution, delivery and performance by CFSC of
this Agreement, the consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms of this Agreement 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


                                      A-4
<PAGE>

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 Transfer Agreement), 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.

         (p) 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, (ii) seeking to prevent 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 CFSC of its obligations under, or the validity or enforceability
of, this Agreement, 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 Contracts
and the Collateral Security to the Trust.

         In the event of any breach of a representation and warranty made by
CFSC hereunder, Conseco Finance 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. Conseco Finance
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 Contracts and the Collateral Security hereunder is subject to the
satisfaction, on or prior to the Subsequent Transfer Date, of the following
conditions precedent:

         (q) Representations and Warranties. Each of the representations and
warranties made by the Conseco Finance in Section 4 of this Agreement and in
Section 3.01 of the Transfer Agreement shall be true and correct as of the date
of this Agreement and as of the Subsequent Transfer Date.

         (r) Transfer Agreement Conditions. Each of the conditions set forth in
Section 2.03(b) of the Transfer Agreement applicable to the conveyance of
Subsequent Contracts and the Collateral Security shall have been satisfied.

         (s) Pooling and Servicing Agreement Representations and Warranties.
Each of the representations and warranties contained in Section 3.04 of the
Pooling and Servicing Agreement shall be true and correct.


                                      A-5
<PAGE>

         (t) Additional Information. Conseco Finance shall have 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 3.01 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 Contracts and the Collateral Security
to the Trust. Conseco Finance acknowledges that CFSC intends, pursuant to a
Subsequent Transfer Instrument, to convey the Subsequent Contracts and the
Collateral Security, together with its rights under this Agreement and under the
Transfer Agreement, to the Trust on the date hereof. Conseco Finance
acknowledges and consents to such conveyance and waives any further notice
thereof and covenants and agrees that the representations and warranties of
Conseco Finance contained in this Agreement and the rights of CFSC hereunder and
thereunder are intended to benefit Trustee, the Trust and the
Certificateholders. In furtherance of the foregoing, Conseco Finance covenants
and agrees to perform its duties and obligations hereunder and under this
Agreement and 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, Conseco Finance 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 or the
Transfer Agreement) and that the Trustee may enforce the duties and obligations
of Conseco Finance under this Agreement and the Transfer Agreement against
Conseco Finance for the benefit of the Trust and the Certificateholders.


                                      A-6
<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective officers as of the day and year first above
written.

                                       CONSECO FINANCE SECURITIZATIONS CORP.,
                                       as Purchaser


                                       By
                                           =------------------------------------
                                           Name:
                                           Title:



                                       CONSECO FINANCE CORP.,
                                       as Seller


                                       By
                                           -------------------------------------
                                           Name:
                                           Title:


                                      A-7