CONSECO FINANCE CORP
EXHIBIT 10.C
<DOCUMENT>
<TYPE>EX-10.C MATERIAL CON
<SEQUENCE>5
<FILENAME>ex10c.txt
<DESCRIPTION>EXHIBIT 10.C
<TEXT>
                                                                   Exhibit 10.c

                                    AMENDMENT

          Reference is made to the Asset Assignment Agreement (as amended to
date, the "Residual Agreement"), dated as of February 13, 1998, by and between
Lehman ALI Inc. (the "Lender") as assignee of Lehman Commercial Paper Inc., and
Green Tree Residual Finance Corp. I, a Minnesota corporation (the "Borrower").

          WHEREAS, the parties entered into previous amendments of the Residual
Agreement dated as of June 23, 1998, February 23, 2000, May 10, 2000, August 1,
2000, September 22, 2000, and September 28, 2001;

          WHEREAS, capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the Residual Agreement or, if so indicated, in the
Master Repurchase Agreement, dated as of September 29, 1999 (such agreement, as
amended to the date hereof, the "Repurchase Agreement") by and among Lehman
Brothers Inc. and Green Tree Residual Finance Corp. I;

          WHEREAS, the Lender desires to increase, during the period and under
the terms specified below, aggregate Loan Balance under the Residual Agreement
for the purpose of financing a tender offer for Conseco Finance Corp.'s 10 1/4%
Senior Subordinated Notes Due June 1, 2002 (the "Tendered Securities") which is
currently contemplated by an Affiliate of the Borrower (the "Tender Offer"); and

          WHEREAS, the parties desire to further amend the Residual Agreement in
the following respects;

          NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree that the Residual Agreement is hereby
amended as follows:

          1.   Notwithstanding anything in the Residual Agreement to the
               contrary, in no event may the aggregate Loan Balance under the
               Residual Agreement exceed the sum of (i) the applicable
               Additional Draw Amount and (ii) the difference between
               $600,000,000 minus the then current principal balance of the NIMS
               Note issued by the NIMS Trust and minus the aggregate Repurchase
               Price with respect to all outstanding Transactions (in each case
               as defined in the Repurchase Agreement) under the Repurchase
               Agreement.

          2.   The following new terms shall be added to Section 1:

               "Additional Draw Amount" means the lesser of $50,000,000 and the
               net funds payable to acquire the Tendered Securities in
               connection with the Tender Offer. The Additional Draw Amount
               shall be reduced by the Excess Proceeds of any completed
               Applicable Securitizations. In any event, after March 30, 2002,
               the Additional Draw Amount shall be zero. At any time prior to
               March 30, 2002, Borrower may elect to terminate its right
               hereunder to borrow all or any part of the unused portion of the
               Additional Draw Amount by providing written notice to Lender, any
               such election to be irrevocable on the part of Borrower.


<PAGE>

               "Applicable Securitization" means any securitization or transfer
               of pooled whole loans made in lieu of a securitization in the
               normal course, which is closed by the Borrower or any of its
               Affiliates after the date hereof (other than the securitization
               of home equity loans which is contemplated as of the date hereof
               by an Affiliate of the Borrower and Deutsche Bank Securities,
               Inc., in the capacity of managing underwriter).

               "Excess Proceeds" means the net proceeds of a securitization
               after payment of any related customary securitization fees and
               repayment of indebtedness secured by the related securitized
               assets.

               "New Residual Assets" means (i) all securities, whether
               certificated or uncertificated, that are issued pursuant to any
               securitization closed by the Borrower or any of its Affiliates
               after the date hereof but before the full repayment by Borrower
               of any amounts due and payable with respect to any Additional
               Draw Amount which are not, as of their date of issuance, sold to
               an underwriter or through a placement agent and (ii) any fees,
               release amounts or other rights to cash flow, whether fixed or
               contingent, to which Borrower or any of its Affiliates is
               entitled under the terms of any such securitization.

          3.   The term "Lender Value" is hereby amended and restated as
               follows:

                    "Lender Value" means the price at which the Pledged Assets
                    could be sold as of a particular date of determination, to
                    be determined by the Lender at its sole discretion;
                    provided, however, the Lender, in its sole discretion can
                    determine not to ascribe any value to any particular New
                    Residual Assets. With respect to any New Residual Asset or
                    Additional Asset, the Lender will upon request use
                    reasonable efforts to establish the applicable Lender Value
                    within 5 Business Days, or, if Lehman Brothers Inc. is not
                    the lead managing underwriter on the related securitization,
                    within 10 Business Days, in each case, after the issuance
                    thereof.

          4.   If the Tender Offer is consummated and no Event of Default has
               occurred hereunder, Lender shall lend and Borrower shall borrow
               under the Residual Agreement an additional aggregate amount (the
               "Tender Offer Loan") up to the Additional Draw Amount. The Tender
               Offer Loan may be borrowed in one or more borrowings based on the
               funding of the Tender Offer but amounts advanced under the Tender
               Offer Loan may not be reborrowed. The Tender Offer Loan shall in
               all respects be part of and subject to the terms of the Loan and
               the Loan Balance outstanding under the Residual Agreement, and
               the additional provisions set forth herein. Upon one day's
               written notice by Borrower that the Tender Offer has been
               committed and Borrower requests to borrow funds, Lender will pay
               the requested portion of the unused Additional Draw Amount in
               immediately available funds to the account of the tender agent
               designated for the Tender Offer. Borrower agrees to repay the
               outstanding principal amount Tender Offer Loan together with

                                       2
<PAGE>

               interest accrued thereon at the Interest Rate by applying thereto
               the full amount of any Excess Proceeds of any Applicable
               Securitization on the closing date thereof. Furthermore,
               Borrower, or its designee, agrees to instruct the lead
               underwriter of any Applicable Securitization to pay such amount
               by wire transfer in immediately available funds on the closing
               date of such Applicable Securitization to such account as the
               Lender shall instruct so long as any there are any amounts due
               and payable with respect to the Tender Offer Loan. In any event,
               on March 30, 2002, any outstanding unpaid principal amount of the
               Tender Offer Loan together with accrued interest thereon at the
               Interest Rate shall be absolutely due and payable and Borrower
               shall pay such amount in full to the Lender on such date. All
               principal payments made by the Borrower or any of its Affiliates
               to the Lender in repayment of any outstanding debt obligations
               hereunder shall be applied to the payment of the Tender Offer
               Loan and accrued interest thereon until it is reduced to zero and
               shall be not applied to the reduction of any other such
               outstanding debt obligation unless and until the Tender Offer
               Loan has been reduced to zero.

          5.   For all purposes of the Residual Agreement, the "Pledged Assets"
               thereunder shall include each New Residual Asset. The Borrower
               hereby pledges all of its right, title, and interest in, to and
               under and grants a first lien on, and security interest in all
               New Residual Assets, and all proceeds thereof, whether now owned
               or hereafter acquired, now existing or hereafter created and
               wherever located, to the Lender to secure the repayment of
               principal and interest on the Loan and payment and performance of
               all other amounts or obligations owing to the Lender pursuant
               thereto. Lender agrees that no other additional collateral
               (except as provided in this paragraph 5) is required to be
               pledged in connection with the Additional Draw Amount. The New
               Residual Assets shall be returned to the Borrower upon repayment
               of the Tender Offer Loan, together with all interest thereon, and
               upon termination of Borrower's right to borrow all unused portion
               of the Additional Draw Amount, in each case so long as their
               return would not result in a Margin Deficit.

          6.   Borrower agrees that all New Residual Assets shall, unless
               otherwise agreed to by Lender, be issued in registered,
               certificated form and shall be registered in the name of Lender
               or in such other names as Lender may designate from time to time
               and that Lender, as pledgee, shall exercise all rights of a
               holder of such certificates under the related issuing agreement.
               Borrower agrees to deliver all such certificates within 5
               Business Days after the issuance thereof to Lender or such
               custodian as Lender may designate or take whatever steps may be
               necessary or advisable to perfect the Lender's security interest
               in the New Residual Assets. Lender and Borrower acknowledge and
               agree that Lender takes and holds such certificates and the New
               Residual Assets as a secured party and not as principal and that
               such certificates and the New Residual Assets are Collateral
               under the Residual Agreement, subject to the terms of the
               Residual Agreement.

          7.   All collections on and proceeds of any kind of the New Residual
               Assets which are "Pledged Assets" pursuant to Section 5 hereof

                                       3
<PAGE>

               shall be deposited immediately upon receipt into the Collection
               Account and shall be applied to the Tender Offer Loan and
               interest thereon for so long as it is outstanding as Cash
               Receipts pursuant to the Residual Agreement.

          8.   The term "Maturity Date" is hereby amended and restated as
               follows:

                           "Maturity Date" means February 15, 2004 or such
                           earlier date on which this Agreement shall terminate
                           in accordance with the next sentence hereof or as
                           otherwise provided in this Agreement. Lender may
                           terminate this Agreement upon five Business Days'
                           notice to Borrower of its exercise of its Termination
                           Option.

                           Lender's "Termination Option" is exercisable either:

                                   (a)      on or after November 15, 2003 if
                                            Conseco, Inc. has not extended or
                                            repaid its Senior Credit Facility
                                            dated September 22, 2000 to 2005 or
                                            replaced it with a comparable
                                            facility; provided that, if Lender
                                            exercises its Termination Option
                                            pursuant to this subclause (a), it
                                            shall pay to Borrower a termination
                                            fee of $1,000,000; or

                                   (b)      on or after December 15, 2003 if
                                            Conseco Inc. has not provided in
                                            form and substance satisfactory to
                                            Lender for the repayment,
                                            replacement or extension of the
                                            Conseco, Inc. 8.75% Notes due
                                            February 9, 2004; provided that, if
                                            Lender exercises its Termination
                                            Option pursuant to this subclause
                                            (b), it shall pay to Borrower a
                                            termination fee of $750,000.

                                   Borrower may deduct the amount of the
                                            applicable termination fee from the
                                            aggregate amount payable by Borrower
                                            to Lender upon the Maturity Date.

          9.   The parties confirm that additional borrowings hereunder, other
               than amounts representing the Tender Offer Loan are in all
               respects part of and subject to the Loan and the Loan Balance
               outstanding under the Residual Agreement and shall in no event be
               made if an Event of Default under the Residual Agreement has
               occurred and is continuing or if a Margin Deficit exists or would
               exist after giving effect to the borrowing.

          10.  The following shall be added to the Events of Default in Section
               8 of the Residual Agreement and shall constitute an Event of
               Default thereunder:

                    (s)  failure to repay any amounts due and payable with
                         respect to the Additional Draw Amount in the manner set
                         forth in the amendment to this Agreement dated January
                         30, 2002.

          11.  The term "Secured Note" is hereby amended and restated as
               follows:

                                       4
<PAGE>

                    "Secured Note" means the promissory note in the form
                    attached as an exhibit to the amendment to this Agreement
                    dated January 30, 2002.

          12.  As of March 31, 2002, clause (k) of Section 7 (Borrower
               Covenants) of the Agreement is amended and restated in its
               entirety to read as follows:

               So long as the Lender shall be committed to lend hereunder, the
               Guarantor on a consolidated basis with its Subsidiaries shall:

               (i) at all times commencing March 31, 2002 maintain an Adjusted
               Tangible Net Worth of at least $1,500,000,000;

               (ii) commencing March 31, 2002, for the twelve-month period
               ending on the last day of each fiscal quarter, maintain a Fixed
               Charge Coverage Ratio of not less than 1.0:1.0;

               (iii) at all times commencing March 31, 2002 maintain a ratio of
               GAAP Net Worth to Total Managed Receivables of not less than
               4:100;

               (iv) for each fiscal quarter commencing with the fiscal quarter
               beginning January 1, 2002 maintain a ratio of Non-Warehouse Debt
               to GAAP Net Worth of not more than 1.0:2.0;

               (v) for the twelve-month period ending on the last day of each
               fiscal quarter commencing March 31, 2002, maintain positive
               Operating Cash Flow; and

               (vi) at all times commencing March 31, 2002 maintain Liquidity of
               at least (i) $50,000,000 until September 30, 2002, (ii)
               $75,000,000 from October 1, 2002 to June 30, 2003 and (iii)
               $100,000,000 from and after July 1, 2003.

          For  purposes of this clause (k):

          "Adjusted Tangible Net Worth" means, at any date, the sum of (a) GAAP
     Net Worth plus (b) the amount of intercompany indebtedness converted to
     Preferred Stock (to the extent such Preferred Stock is not included in GAAP
     Net Worth), plus (c) writedowns of Conseco and its subsidiaries, of all
     IOs, capitalized servicing rights and other retained interests (i.e.
     "B-2s") from securitizations in an aggregate amount over all periods
     commencing on January 1, 2002 not to exceed $150,000,000, plus (d) realized
     losses from discontinued operations relating to floor plan financing,
     aircraft financing, vehicle leasing, manufactured housing communities and
     other operations relating to business units involved in the origination of
     the Esoteric Assets in an aggregate amount over all periods commencing on
     January 1, 2002 not to exceed $125,000,000 minus (e) any indebtedness owing
     to Conseco Finance Corp. or any of its subsidiaries by Conseco, Inc., or
     any subsidiary thereof as of such date, minus (f) any amount that would be
     included on the consolidated balance sheet of Conseco as goodwill and
     deferred charges in accordance with GAAP.

          "Cash Equivalents" means (a) securities issued or fully guaranteed or
     insured by the United States government or any agency thereof, (b)

                                       5
<PAGE>

     certificates of deposit, eurodollar time deposits, overnight bank deposits
     and bankers' acceptances of any commercial bank organized under the laws of
     the United States, any state thereof, the District of Columbia, any foreign
     bank, or its branches or agencies (fully protected against currency
     fluctuations) which, at the time of acquisition, are rated at least "A-1"
     by Standard & Poor's Rating Services ("S&P") or "P-1" by Moody's Investors
     Services, Inc. ("Moody's"), (c) commercial paper of an issuer rated at
     least "A-1" by S&P or "P-1" by Moody's, and (d) shares of any money market
     fund that (i) has at least 95% of its assets invested continuously in the
     types of investments referred to in clauses (a) through (c) above, (ii) has
     net assets of not less than $500,000,000 and (iii) is rated at least "A-1"
     by S&P or "P-1" by Moody's; provided, however, that the maturities of all
     obligations of the type specified in clauses (a) through (c) above shall
     not exceed 180 days.

          "Fixed Charge Coverage Ratio" means, for any period, the ratio of (a)
     Pre Tax Operating Income for such period to (b) Interest Expense for such
     period. "GAAP Net Worth" means, at any date, the stockholders' equity that
     would be reflected on a consolidated balance sheet of Conseco and its
     subsidiaries at such date prepared in accordance with GAAP, inclusive of
     Preferred Stock, to the extent such Preferred Stock is not included in
     stockholders' equity in accordance with GAAP.

          "Interest Expense" means, for any period, all interest paid or accrued
     during such period by Conseco and its subsidiaries on a consolidated basis,
     determined in accordance with GAAP.

          "IOs" means interest only securities.

          "Liquidity" means, on any date, the sum of Unrestricted Cash and Cash
     Equivalents plus the aggregate amount available to be drawn under all
     committed and uncommitted facilities to which Conseco, Green Tree Residual,
     Green Tree Five or any other Affiliate is a party. With respect to
     warehouse facilities, the aggregate amount available shall be calculated on
     the basis of eligible excess collateral pledged to the lender thereunder
     multiplied by the advance rate applied by such lender to such collateral).
     For purposes hereof, Liquidity shall be calculated as of any date by
     determining the average of Unrestricted Cash, Cash Equivalents and other
     such available amounts for the 30-day period ending on and including such
     date.

          "Net Income" means, for any period, with respect to Conseco and its
     subsidiaries on a consolidated basis (other than any subsidiary which is
     prohibited from declaring or paying dividends or otherwise advancing funds
     to its parent whether by contract or otherwise), cumulative net income
     earned during such period as determined in accordance with GAAP.

          "Non-Warehouse Debt" means, at any time, all indebtedness of Conseco
     for borrowed money (including without limitation all liabilities in respect
     of deposit products, notes payable, note payables to Conseco (net of
     receivables due from Conseco), bonds and other indebtedness) less the sum
     of Unrestricted Cash and Cash Equivalents at such time plus the book value
     of all finance receivables and plus 85% of servicing advance receivables.

          "Operating Cash Flow" means, for any period, cash flow from the
     operations of Conseco for such period (as reported under "Cash Flow From
     Operations" in Conseco's statements of cash flow filed with the Securities
     and Exchange Commission) for such period.

                                       6
<PAGE>

          "Pre Tax Operating Income" means, for any period, Net Income for such
     period, plus (a) income and franchise taxes paid or accrued during such
     period, (b) Interest Expense, (c) losses derived from discontinued
     operations relating to floor plan financing, aircraft financing, vehicle
     leasing, manufactured housing communities and other operations relating to
     business units involved in the origination of the Esoteric Assets in an
     aggregate amount over all periods commencing on January 1, 2002 of Conseco
     and its subsidiaries during such period not to exceed $125,000,000 (d)
     losses of Conseco and its subsidiaries in an amount with respect to
     write-downs of IOs and capitalized servicing rights of Conseco and its
     subsidiaries not to exceed $450,000,000 for the quarter ended March 31,
     2002, $450,000,000 for the quarter ended June 30, 2002, and $225,000,000 on
     a four quarter rolling basis thereafter, (e) losses of Conseco and its
     subsidiaries in an amount with respect to write-downs of other retained
     interests from securitizations (i.e., "B-2s") in the aggregate over all
     periods commencing on January 1, 2002 not to exceed $25,000,000 and (f)
     minus income derived from discontinued operations of Conseco and its
     subsidiaries during such period and minus extraordinary gains and
     non-recurring gains of Conseco and its subsidiaries.

          "Total Managed Receivables" means, for any period, the "averaged
     managed receivables", as such term is reported in the related filing with
     the Securities and Exchange Commission for such period.

          "Unrestricted Cash" means, at any date, all available cash on deposit
     in bank accounts of Conseco, provided the accounts into which such cash is
     deposited are not subject to any lien, security interest or control
     agreement or otherwise encumbered (excluding customary rights of set-off)
     or restricted in any way. No new borrowings after September 22, 2000 from
     Conseco, Inc. or its subsidiaries shall constitute Unrestricted Cash other
     than the amounts not to exceed $200,000,000 in the aggregate received
     pursuant to subsections (a)(i)(x) and (a)(ii) of Section 4.09 of the
     Five-Year Credit Agreement as in effect on September 22, 2000.

          Prior to March 31, 2002, clause (k) of Section 7 (Borrower Covenants)
     as set forth in the amendment to the Residual Agreement dated as of
     September 22, 2000 shall continue in effect.

          13.  Conseco Finance agrees to use commercially reasonable efforts to
               complete the Applicable Securitizations currently contemplated of
               a manufactured housing loan pool and a high LTV home equity loan
               pool as market conditions permit.

          14.  The Lender may require an opinion of counsel concurrently with
               the execution of this Amendment as to its enforceability against
               the Borrower and Guarantor, and such other matters as the Lender
               may request.

          15.  Lender hereby waives any defaults under the Residual Agreement
               existing as of the date hereof. Other than as expressly stated in
               the preceding sentence, nothing herein shall be construed as a
               forfeiture of any of Lender's rights under the Residual Agreement
               and all Related Documents and Lender reserves all remedies
               afforded to it under the Residual Agreement and all related
               Documents.

          16.  The parties hereto affirm that notwithstanding that Lender is the
               registered holder of various items of the Collateral hereunder

                                       7
<PAGE>

               that it assumes no responsibility, liability or obligation that
               may be associated therewith to any Person, including but not
               limited to any, responsibility, liability or obligation to
               prepare tax returns or pay taxes associated with either such
               Collateral of the trusts or other entities that issued them.

          17.  This Amendment may be executed in any number of counterparts,
               each of which counterparts shall be deemed an original, but all
               of which together will constitute one and the same instrument.

          18.  In all other respects, the provisions of the Residual Agreement
               shall remain unchanged and be of full force and effect. The
               Guaranty Agreement remains in full force and effect and is hereby
               reaffirmed.

                                       8

<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused their names to be
     signed hereto by their respective officers thereunto duly authorized as of
     January 30, 2002.

                                          GREEN TREE RESIDUAL FINANCE CORP. I


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


                                          LEHMAN ALI INC.


                                          By: /s/ Vincent Primiano
                                             ----------------------------------
                                          Name:  Vincent Primiano
                                          Title: Senior Vice President


     Approved:

     CONSECO FINANCE CORP.


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


                                       9
<PAGE>

                                                                        Exhibit

                                  SECURED NOTE
                                                               January 30, 2002

          FOR VALUE RECEIVED, the undersigned, GREEN TREE RESIDUAL FINANCE CORP.
I, a Minnesota corporation, whose address is 1100 Landmark Towers, 345 St. Peter
Street, St. Paul, MN 55102-1639 (the "Borrower"), promises to pay to the order
of LEHMAN ALI INC., a Delaware corporation, whose address is 101 Hudson Street,
Jersey City, New Jersey 07302, as assignee of Lehman Commercial Paper Inc. (the
"Lender") on or before the Maturity Date, in lawful money of the United States
of America, the principal sum of $650,000,000 (or such lesser amount as may in
the aggregate have been advanced by Lender to Borrower pursuant to the Agreement
referenced below and remains outstanding) plus interest, as follows:

          DEFINITIONS. Unless otherwise defined, capitalized terms used herein
have the meanings assigned to them in the (a) Asset Assignment Agreement dated
as of February 13, 1998 (such agreement, as amended to the date hereof, the
"Agreement") by and between the Lender and Borrower named therein.

          GENERAL TERMS. (i) Principal is payable in accordance with the
Agreement, provided the Facility Balance outstanding on the Maturity Date shall
be due and payable on the Maturity Date.

          (ii) Interest shall accrue daily on the Facility Balance a rate per
annum equal to the Interest Rate computed in accordance with the Agreement.

          MAXIMUM RATE OF INTEREST: If the Borrower shall have paid or agreed to
pay any interest on the Facility Balance in excess of that permitted by law,
then it is intended with respect thereto that (i) to the extent possible given
the term of the Facility Balance, all excess amounts previously paid or to be
paid by the Borrower be applied to reduce the Facility Balance and the
provisions thereof immediately be deemed reformed and the amounts thereafter
collectible thereunder reduced, without the necessity of the execution of any
new document, so as to comply with the then applicable law, but so as to permit
the recovery of the fullest amount otherwise called for thereunder and (ii) to
the extent that the reduction of the Facility Balance and the reformation of the
provisions thereof described in the immediately preceding clause (i) are not
possible given the term of the Facility Balance, such excess amount shall be
deemed to have been paid with respect to the Facility Balance as a result of an
error and upon the Lender obtaining actual knowledge of such error, such amount
shall be refunded to the Borrower.

          SECURITY: This Note is issued pursuant to the Agreement and is secured
by a pledge of the Collateral described therein.

          DEFAULTS: Upon the happening of an Event of Default, the Lender shall
have all rights and remedies set forth in the Agreement.

          The failure to exercise any of the rights and remedies set forth in
the Agreement shall not constitute a waiver of the right to exercise the same or

                                       1
<PAGE>

any other option at any subsequent time in respect of the same event or any
other event. The acceptance by the Lender of any payment hereunder which is less
than payment in full of all amounts due and payable at the time of such payment
shall not constitute a waiver of the right to exercise any of the foregoing
rights and remedies at that time or at any subsequent time or nullify any prior
exercise of any such rights and remedies without the express consent of Lender,
except as and to the extent otherwise provided by law.

          WAIVERS: The Borrower waives diligence, presentment, protest and
demand and also notice of protest, demand, dishonor and nonpayment of this Note,
and expressly agrees that this Note, or any payment hereunder, may be extended
from time to time, and consents to the acceptance of further Collateral, the
release of any Collateral for this Note, the release of any party primarily or
secondarily liable hereon, and that it will not be necessary for the Lender, in
order to enforce payment of this Note, to first institute or exhaust Lender's
remedies against the Borrower or any other party liable hereon or against any
collateral for this Note. None of the foregoing shall affect the liability of
the Borrower and any endorsers or guarantors hereof. No extension of time for
the payment of this Note, or any installment hereof, made by agreement by the
Lender with any Person now or hereafter liable for the payment of this Note,
shall affect the liability under this Note of the Borrower, even if the Borrower
is not a party to such agreement; provided, however, the Lender and the
Borrower, by written agreement between them, may affect the liability of the
Borrower.

          TERMINOLOGY: Any reference herein to the Lender shall be deemed to
include and apply to every subsequent holder of this Note. Words of masculine or
neuter import shall be read as if written in the neuter or masculine or feminine
when appropriate.

          GUARANTEE: Principal and interest and all other amounts due to Lender
by Borrower under this Note or under the Agreement are fully and unconditionally
guaranteed by Conseco Finance Corp. (the "Guarantor") pursuant to an Amended and
Restated Guaranty Agreement, dated the date hereof, between Guarantor and the
Lender.

          AGREEMENT: Reference is made to the Agreement for provisions as to
mandatory prepayments, collateral and acceleration.

          REPLACEMENT NOTE: This Note amends and restates and replaces in its
entirety each previous Note issued under the Agreement, each of which is hereby
cancelled and of no further effect.

          THIS NOTE IS GOVERNED BY THE PROVISIONS OF THE AGREEMENT WHICH IS
INCORPORATED HEREIN BY REFERENCE, AND IN THE EVENT ANY TERMS OF THIS NOTE ARE
INCONSISTENT WITH THE TERMS OF THE AGREEMENT, THE TERMS OF THE AGREEMENT SHALL
GOVERN THIS NOTE. NOTWITHSTANDING THE FOREGOING SENTENCE, NO REFERENCE HEREIN TO
THE AGREEMENT AND NO PROVISION OF THIS NOTE OR OF THE AGREEMENT SHALL ALTER OR
IMPAIR THE OBLIGATION OF THE BORROWER, WHICH IS ABSOLUTE AND UNCONDITIONAL, TO
PAY THE PRINCIPAL OF AND INTEREST ON THIS NOTE AT THE RESPECTIVE TIMES AND AT
THE RATES HEREIN AND THEREIN PRESCRIBED.

                                       2
<PAGE>

          APPLICABLE LAW: This Note shall be governed by and construed under the
laws of the State of New York, without regard to principles of conflicts of law,
whose laws the Borrower expressly elects to apply to this Note.



                                    GREEN TREE RESIDUAL FINANCE CORP. I



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



                                       3



</TEXT>
</DOCUMENT>
