FORM OF RECEIVABLES PURCHASE AGREEMENT

OH&S DRAFT
12/18/00

EXHIBIT 10.5

FORM OF
RECEIVABLES PURCHASE AGREEMENT

Dated as of __________, 2001

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CONSECO PRIVATE LABEL
CREDIT CARD MASTER NOTE TRUST

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between

CONSECO FINANCE CORP.

and

CONSECO FINANCE CREDIT CARD FUNDING CORP.

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TABLE OF CONTENTS

Page

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

Section 1.01. Definitions..............................................1

Section 1.02. Other Definitional Provisions............................5

ARTICLE II PURCHASE AND CONVEYANCE OF RECEIVABLES...........................6

Section 2.01. Purchase.................................................6

Section 2.02. Addition of Aggregate Addition Accounts..................7

Section 2.03. Addition of New Accounts.................................8

Section 2.04. Representations and Warranties...........................9

Section 2.05. Delivery of Documents....................................9

ARTICLE III CONSIDERATION AND PAYMENT.......................................10

Section 3.01. Purchase Price..........................................10

Section 3.02. Adjustments to Purchase Price...........................10

Section 3.03. Use of Name, Logo and Marks.............................11

ARTICLE IV REPRESENTATIONS AND WARRANTIES..................................12

Section 4.01. Representations and Warranties of Finance Corp.
Relating to Finance Corp................................12

Section 4.02. Representations and Warranties of Finance Corp.
Relating to the Agreement and the Receivables...........13

Section 4.03. Representations and Warranties of CFC...................15

ARTICLE V COVENANTS.......................................................17

Section 5.01. Covenants of Finance Corp...............................17

Section 5.02. Covenants of Finance Corp. with Respect to
Receivables Purchase Agreements.........................18

ARTICLE VI INDEMNITY AND REPURCHASE OBLIGATION.............................20

Section 6.01. Indemnity for Ineligible Receivables....................20

Section 6.02. Reassignment of Noteholders' Interest in Trust
Portfolio...............................................20

ARTICLE VII CONDITIONS PRECEDENT............................................21

Section 7.01. Conditions to CFC's Obligations Regarding Initial
Receivables.............................................21

Section 7.02. Conditions Precedent to Finance Corp.'s Obligations.....21

ARTICLE VIII TERM AND PURCHASE TERMINATION...................................23

Section 8.01. Term....................................................23

Section 8.02. Purchase Termination....................................23

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TABLE OF CONTENTS
(continued)

Page

ARTICLE IX MISCELLANEOUS PROVISIONS........................................24

Section 9.01. Amendment...............................................24

Section 9.02. Governing Law...........................................24

Section 9.03. Notices.................................................24

Section 9.04. Severability of Provisions..............................24

Section 9.05. Assignment..............................................25

Section 9.06. Acknowledgement and Agreement of Finance Corp...........25

Section 9.07. Further Assurances......................................25

Section 9.08. No Waiver; Cumulative Remedies..........................25

Section 9.09. Counterparts............................................26

Section 9.10. Binding; Third-Party Beneficiaries......................26

Section 9.11. Merger and Integration..................................26

Section 9.12. Headings................................................26

Section 9.13. Schedules and Exhibits..................................26

Section 9.14. Survival of Representations and Warranties..............26

Section 9.15. Nonpetition Covenant....................................26

-II-

RECEIVABLES PURCHASE AGREEMENT, dated as of __________, 2001,
by and between CONSECO FINANCE CORP., a Delaware corporation (together with its
permitted successors and assigns, "Finance Corp.") and CONSECO FINANCE CREDIT
CARD FUNDING CORP., a Minnesota corporation (together with its permitted
successors and assigns, "CFC").

W I T N E S S E T H:

WHEREAS, CFC desires to purchase, from time to time,
Receivables (hereinafter defined) sold to Finance Corp. by Conseco Bank, Inc., a
Utah industrial loan corporation (together with its permitted successors and
assigns, "Conseco Bank") and arising under certain credit accounts of Conseco
Bank;

WHEREAS, CFC may in the future desire to purchase, from time
to time, Receivables sold to Finance Corp. by another Account Owner (hereinafter
defined) and arising under certain credit accounts of such Account Owner;

WHEREAS, Finance Corp. desires to sell and assign from time to
time certain Receivables to CFC upon the terms and conditions hereinafter set
forth;

WHEREAS, it is contemplated that the Receivables purchased
hereunder will be transferred by CFC to the Issuer (hereinafter defined) in
connection with the issuance of the Notes (hereinafter defined); and

WHEREAS, Finance Corp. agrees that all representations,
warranties, covenants and agreements made by Finance Corp. herein with respect
to the Accounts (hereinafter defined) and Receivables shall also be for the
benefit of the Issuer (hereinafter defined) and the Indenture Trustee
(hereinafter defined) for the benefit of the holders of the Notes and any Series
Enhancers.

NOW, THEREFORE, it is hereby agreed by and between CFC and
Finance Corp. as follows:

ARTICLE I

DEFINITIONS
-----------

Section 1.01. Definitions. All capitalized terms used herein
or in any certificate, document, or Conveyance Paper made or delivered pursuant
hereto, and not defined herein or therein, shall have the meaning ascribed
thereto in the Indenture, the Transfer and Servicing Agreement or the Trust
Agreement; in addition, the following words and phrases shall have the following
meanings:

"Account" shall mean an account established pursuant to a
[Credit Card Agreement] between an Account Owner and any Person which account is
identified by the bank identification numbers and the bank numbers specified on
Schedule II hereto as such schedule may be amended from time to time, and by
account number and by the receivables balance in the computer file, microfiche
list or printed list delivered to CFC by Finance Corp. as required

pursuant to Section 2.01, including, without limitation, each Initial Account
listed on Schedule II to this Agreement, each Additional Account listed on
Schedule II to this Agreement, each Related Account listed on Schedule II to
this Agreement, and each Transferred Account listed on Schedule II to this
Agreement.

"Account Owner" shall mean Conseco Bank, or any other entity
which is the issuer of the [credit card] relating to an Account pursuant to a
Credit Card Agreement.

"Account Schedule" shall mean a computer file or microfiche
list containing a true and complete list of all Accounts, identified by bank
identification number and by bank number and by account number and setting forth
the aggregate amount of Receivables and of Principal Receivables outstanding in
such Accounts (a) as of the Initial Cut-Off Date (for the Account Schedule
delivered on the date hereof) and, (b) as of the Additional Cut-Off Date for
Additional Accounts.

"Additional Account" shall mean each New Account and each
Aggregate Addition Account.

"Additional Cut-Off Date" shall have the meaning given to that
term in the Transfer and Servicing Agreement.

"Addition Date" shall have the meaning given to that term in
the Transfer and Servicing Agreement.

"Addition Notice Date" shall have the meaning set forth in
Section 2.02.

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

"Aggregate Addition Account" shall mean each consumer credit
card account established pursuant to a Credit Card Agreement between an Account
Owner and any Person with respect to which one or more credit cards are issued
to a cardholder, which credit card account is identified by the bank
identification numbers and the bank numbers specified on Schedule II hereto, as
such schedule may be amended from time to time, and which comes into existence
after the Initial Cut-Off Date.

"Bank Receivables Purchase Agreement" shall mean the
Receivables Purchase Agreement between Conseco Bank and Finance Corp., dated as
of __________, ___.

"CFC" shall have the meaning set forth in the Recitals hereto.

"Closing Date" shall mean the Initial Closing Date and, with
respect to each Series, the date specified in the related Indenture Supplement.

"Conseco Bank" shall have the meaning set forth in the
Recitals hereto.

"Conveyance" shall have the meaning specified in subsection
2.01(a).

"Conveyance Papers" shall have the meaning specified in
subsection 4.01(a)(iii).

"Credit Adjustment" shall have the meaning specified in
Section 3.02.

"Debtor Relief Laws" shall mean (i) the Bankruptcy Code of the
United States of America and (ii) all other applicable liquidation,
conservatorship, bankruptcy, moratorium, rearrangement, receivership,
insolvency, reorganization, suspension of payments, readjustment of debt,
marshalling of assets or similar debtor relief laws of the United States, any
state or any foreign country from time to time in effect affecting the rights of
creditors generally.

"Document Delivery Date" shall have the meaning set forth in
Section 2.05.

"Eligible Account" shall have the meaning given to that term
in the Transfer and Servicing Agreement.

"Eligible Receivable" shall have the meaning given to that
term in the Transfer and Servicing Agreement.

"Finance Charge Receivables" shall mean all Receivables in the
Accounts which would be treated as "Finance Charge Receivables" in accordance
with the definition for such term in the Transfer and Servicing Agreement.

"Finance Corp." shall have the meaning set forth in the
Recitals hereto.

"Finance Corp. Purchase Agreement" shall mean the Bank
Receivables Purchase Agreement and any receivables purchase agreement,
substantially in the form of such agreement, entered into between Finance Corp.
and an Account Owner in the future.

"Indenture" shall mean the Master Indenture between the Issuer
and U.S. Bank Trust National Association, as Indenture Trustee, dated as of ___,
2001, as supplemented by Indenture Supplements applicable to any Series that may
be issued from time to time.

"Indenture Supplement" shall mean an indenture supplement
pursuant to which a Series is issued.

"Indenture Trustee" shall mean U.S. Bank Trust National
Association in its capacity as indenture trustee under the Indenture, or its
successor in interest, or any successor indenture trustee appointed as provided
in the Indenture.

"Initial Account" shall mean each consumer credit account
existing on the Initial Cut-Off Date and specified in Schedule II and in the
computer file or microfiche list delivered to CFC by Finance Corp. pursuant to
Section 2.01 on the Initial Closing Date.

"Initial Closing Date" shall mean _______________, 2001.

"Initial Cut-Off Date" shall mean the close of business on
__________, 2001.

"Insolvency Event" shall have the meaning specified in Section
8.02.

"Issuer" shall mean the Conseco Private Label Credit Card
Master Note Trust, a Delaware business trust.

"New Principal Receivables" shall have the meaning set forth
in Section 3.01(a).

"Obligor" shall mean, with respect to each Account, each
person that would be treated as an "Obligor" in accordance with the definition
for such term in the Transfer and Servicing Agreement.

"Owner Trustee" shall mean Wilmington Trust Company, a
Delaware banking corporation, not in its individual capacity but solely as Owner
Trustee under the Trust Agreement (unless otherwise specified therein), and any
successor Owner Trustee thereunder.

"Principal Receivables" shall mean all Receivables in the
Accounts that would be treated as "Principal Receivables" in accordance with the
definition for such term in the Transfer and Servicing Agreement.

"Purchase Price" shall have the meaning set forth in Section
3.01(a).

"Purchased Assets" shall have the meaning set forth in
subsection 2.01(a).

"Receivables" shall mean, with respect to each Account, all
amounts which constitute Receivables under the Transfer and Servicing Agreement.

"Recoveries" shall have the meaning set forth in the Transfer
and Servicing Agreement.

"Related Account" shall mean an Account with respect to which
a new credit account number has been issued by the applicable Account Owner or
Servicer or the applicable Transferor under circumstances resulting from an
error or a lost or stolen credit card not requiring standard application and
credit evaluation procedures under the Credit Card Guidelines.

"Restart Date" shall have the meaning set forth in Section
2.03(a).

"Supplemental Account" shall mean each Eligible Account that
is designated pursuant to Section 2.02 to be included as an Account and is
identified in the Account Schedule delivered to CFC by Finance Corp. pursuant to
Sections 2.01 and 2.05.

"Supplemental Conveyance" shall have the meaning set forth in
Section 2.05.

"Transfer and Servicing Agreement" shall mean the Transfer and
Servicing Agreement, dated as of __________, 2001, among Conseco Bank, as
Transferor and as Servicer, CFC, as Transferor, and the Owner Trustee on behalf
of the Issuer, and all amendments and supplements thereto.

"Transferred Account" shall mean each account (other than a
Related Account) into which an Account shall be transferred, provided that such
transfer was made in accordance with the Credit Card Guidelines.

"Trust Agreement" shall mean the Conseco Private Label Credit
Card Master Note Trust Trust Agreement, dated as of __________, 2001, between
Conseco Bank, CFC and the Owner Trustee.

Section 1.02. Other Definitional Provisions.

(a) All terms defined in this Agreement shall have the defined
meanings when used in any certificate, other document, or Conveyance Paper made
or delivered pursuant hereto unless otherwise defined therein.

(b) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement or any Conveyance Paper shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement; and Section, Subsection, Schedule and Exhibit references contained in
this Agreement are references to Sections, Subsections, Schedules and Exhibits
in or to this Agreement unless otherwise specified.

(c) All determinations of the principal or finance charge
balance of Receivables, and of any collections thereof, shall be made in
accordance with the Transfer and Servicing Agreement and the Indenture and all
applicable Indenture Supplements.

[END OF ARTICLE I]

ARTICLE II

PURCHASE AND CONVEYANCE OF RECEIVABLES
--------------------------------------

Section 2.01. Purchase.

(a) By execution of this Agreement, Finance Corp. does hereby
sell, transfer, assign, set over and otherwise convey to CFC (collectively, the
"Conveyance"), without recourse except as provided herein, all its right, title
and interest in, to and under (i) all Receivables at the close of business on
the Initial Cut-Off Date, in the case of Receivables arising in the Initial
Accounts (including Transferred Accounts and Related Accounts related to such
Initial Accounts), and on each Additional Cut-Off Date, in the case of
Receivables arising in the Additional Accounts, and in each case thereafter
created from time to time in such Accounts until the termination of this
Agreement pursuant to Article VIII hereof and all monies due or to become due
and all amounts received with respect thereto and all proceeds (including,
without limitation, "proceeds" as defined in the UCC) thereof, (ii) the right to
receive Recoveries with respect to such Receivables and (iii) any rights to any
premium arising from the sale of Accounts (all of the foregoing being referenced
to herein as the "Purchased Assets").

(b) In connection with such Conveyance, Finance Corp. agrees
(i) to record and file, at its own expense, any financing statements (and
continuation statements with respect to such financing statements when
applicable) with respect to the Receivables and the other Purchased Assets now
existing and hereafter created, meeting the requirements of applicable state law
in such manner and in such jurisdictions as are necessary to perfect, and
maintain perfection of, the Conveyance of such Purchased Assets from Finance
Corp. to CFC, (ii) that such financing statements shall name Finance Corp., as
seller, and CFC, as purchaser, of the Purchased Assets and (iii) to deliver a
file-stamped copy of such financing statements or other evidence of such filings
to CFC as soon as is practicable after filing.

(c) In connection with such Conveyance, Finance Corp. further
agrees that it will, at its own expense, (i) on or prior to (x) the Initial
Cut-Off Date, in the case of the Initial Accounts, and (y) the applicable
Addition Date, in the case of Additional Accounts, indicate in its books and
records, and it shall cause the Servicer and any other Person to whom the
Servicer delegates its duties pursuant to Section 5.07 of the Transfer and
Servicing Agreement to xxxx in its books and records, that, in the case of the
Initial Accounts or the Additional Accounts, Receivables created in connection
with such Accounts have been conveyed to CFC in accordance with this Agreement
and have been conveyed by CFC to the Issuer pursuant to the Transfer and
Servicing Agreement and have been pledged by the Issuer to the Indenture Trustee
pursuant to the Indenture for the benefit of the Noteholders and any Series
Enhancers and (ii) on or prior to the date referred to in clauses (i)(x) and
(i)(y), deliver to CFC an Account Schedule (provided that such Account Schedule
shall be provided in respect of Aggregate Addition Accounts as soon as
practicable after the Determination Date relating to the Due Period during which
their respective Addition Dates occur) specifying for each such Account, as of
the Initial Cut-Off Date, in the case of the Initial Accounts, and the
applicable Additional Cut-Off Date, in the case of Additional Accounts, (A) its
account number, (B) the aggregate amount outstanding in such Account and (C) the
aggregate amount of Principal Receivables in such Account. Each

Account Schedule, as supplemented from time to time, shall be marked as Schedule
I to this Agreement, shall be delivered to CFC, and is hereby incorporated into
and made a part of this Agreement. Once the books and records referenced in
clause (i) of this paragraph have been indicated with respect to any Account,
Finance Corp. further agrees not to alter such indication during the remaining
term of this Agreement unless and until Finance Corp. has taken such action as
is necessary or advisable to cause the interest of CFC in the Purchased Assets
to continue to be perfected with the priority required by this Agreement.

(d) The parties hereto intend that the conveyance of Finance
Corp.'s right, title and interest in and to the Purchased Assets shall
constitute an absolute sale, conveying good title, free and clear of any liens,
claims, encumbrances or rights of others from Finance Corp. to CFC. It is the
intention of the parties hereto that the arrangements with respect to the
Purchased Assets shall constitute either a contribution to capital of CFC or a
purchase and sale of such Purchased Assets and not a loan. In the event,
however, that it were to be determined that the transactions evidenced hereby
constitute a loan and not a contribution to capital or a purchase and sale, this
Agreement shall constitute a security agreement under applicable law, and
Finance Corp. does hereby grant to CFC a first priority perfected security
interest in all of Finance Corp.'s right, title and interest, whether now owned
or hereafter acquired, in, to and under the Receivables and other Purchased
Assets to secure the obligations of Finance Corp. hereunder.

Section 2.02. Addition of Aggregate Additional Accounts.

(a) If, from time to time, CFC becomes obligated to designate
Aggregate Additional Accounts (as such term is defined in the Transfer and
Servicing Agreement) pursuant to subsection 2.09(a) of the Transfer and
Servicing Agreement, then CFC may, at its option, give Finance Corp. written
notice thereof on or before the eighth Business Day (the "Addition Notice Date")
prior to the Addition Date therefor, and upon receipt of such notice Finance
Corp. may, in its sole discretion, on or before the Addition Date, designate
sufficient Eligible Accounts to be included as Additional Accounts so that after
the inclusion thereof the Transferors will be in compliance with the
requirements of said subsection 2.09(a). Additionally, subject to subsection
2.09(b) and subsection 2.09(c) of the Transfer and Servicing Agreement and
subsection 2.02(b), from time to time, Eligible Accounts may be designated to be
included as Aggregate Addition Accounts, upon the mutual agreement of CFC and
Finance Corp. In either event, Finance Corp. shall have sole responsibility for
selecting the Aggregate Additional Accounts and shall determine and notify CFC
of the Additional Cut-Off Date with respect to such Aggregate Additional
Accounts.

(b) On the Addition Date with respect to any designation of
Aggregate Addition Accounts, CFC shall purchase Finance Corp.'s right, title and
interest in, to and under the Receivables in Aggregate Addition Accounts (as of
the Additional Cut-Off Date) (and such Aggregate Addition Accounts shall be
deemed to be Accounts for purposes of this Agreement), subject to the
satisfaction of the following conditions:

(i) all Aggregate Addition Accounts shall be
Eligible Accounts;

(ii) Finance Corp. shall have delivered to
CFC copies of UCC-1 financing statements covering such
Aggregate Addition Accounts, if necessary to perfect CFC's
ownership of the Receivables arising therein;

(iii) to the extent required of CFC by
Section 2.09(c) of the Transfer and Servicing Agreement,
Finance Corp. shall have deposited in the Collection Account
all Collections with respect to such Aggregate Addition
Accounts since the Additional Cut-Off Date;

(iv) as of each of the Additional Cut-Off
Date and the Addition Date, no Insolvency Event with respect
to Finance Corp. shall have occurred nor shall the transfer to
CFC of the Receivables arising in the Aggregate Addition
Accounts have been made in contemplation of the occurrence
thereof;

(v) Finance Corp. shall have delivered to
CFC an Officer's Certificate, dated the Addition Date,
confirming, to the extent applicable, the items set forth in
clauses (i) through (iv) above; and

(vi) the transfer of the Receivables arising
in the Aggregate Addition Accounts to CFC and by CFC to the
Issuer will not result in an Adverse Effect and Finance Corp.
shall have delivered to CFC an Officer's Certificate, dated
the Addition Date, stating that Finance Corp. reasonably
believes that the transfer of the Receivables arising in the
Aggregate Addition Accounts to CFC and by CFC to the Issuer
will not have an Adverse Effect.

Section 2.03. Addition of New Accounts.

Upon the mutual agreement of CFC and Finance Corp., subject to
compliance with the conditions specified in subsections 2.09(d) and (e) of the
Transfer and Servicing Agreement and compliance with subsection 2.03(b), Finance
Corp. may designate Eligible Accounts to be included as New Accounts. Upon such
designation, such New Accounts shall be deemed to be Accounts hereunder. Finance
Corp. shall cooperate with CFC to enable CFC to comply with the requirements of
Section 2.09 of the Transfer and Servicing Agreement and shall cooperate with
CFC to enable it to perform with respect to the Receivables in such New Accounts
all actions specified in subsections 2.09(d) and (e) of the Transfer and
Servicing Agreement.

(a) On the Addition Date with respect to any designation of
New Accounts, CFC shall purchase Finance Corp.'s right, title and interest in,
to and under the Receivables in New Accounts (as of the Additional Cut-Off Date)
(and such New Accounts shall be deemed to be Accounts for purposes of this
Agreement), subject to the satisfaction of the following conditions:

(i) all New Accounts shall be Eligible
Accounts;

(ii) Finance Corp. shall have delivered to
CFC copies of UCC-1 financing statements covering such New
Accounts, if necessary to perfect CFC's ownership of the
Receivables arising therein;

(iii) to the extent required of CFC by
Section 8.04 of the Indenture, Finance Corp. shall have
deposited in the Collection Account all Collections with
respect to such New Accounts since the Additional Cut-Off
Date;

(iv) as of each of the Additional Cut-Off
Date and the Addition Date, no Insolvency Event with respect
to Finance Corp. shall have occurred nor shall the transfer to
CFC of the Receivables arising in the New Accounts have been
made in contemplation of the occurrence thereof;

(v) Finance Corp. shall have delivered to
CFC an Officer's Certificate, dated the Addition Date,
confirming, to the extent applicable, the items set forth in
clauses (i) through (iv) above; and

(vi) the transfer of the Receivables arising
in the New Accounts to CFC and by CFC to the Issuer will not
result in an Adverse Effect and Finance Corp. shall have
delivered to CFC an Officer's Certificate, dated the Addition
Date, stating that Finance Corp. reasonably believes that the
transfer of the Receivables arising in the New Accounts to CFC
and by CFC to the Issuer will not have an Adverse Effect.

Section 2.04. Representations and Warranties. Finance Corp.
hereby represents and warrants to CFC as of the related Addition Date that, in
the case of the Initial Accounts, the Account Schedule delivered pursuant to
subsection 2.01(c) and, in the case of Additional Accounts, the list delivered
pursuant to Section 2.05 below is, as of the applicable Additional Cut-Off Date,
true and complete in all material respects.

Section 2.05. Delivery of Documents. In the case of the
designation of Additional Accounts, Finance Corp. shall deliver to CFC (i) the
Account Schedule to be delivered pursuant to Section 2.01 with respect to such
Additional Accounts on the date such file or list is required to be delivered
pursuant to Section 2.01 (the "Document Delivery Date") and (ii) with respect to
New Accounts a duly executed, written assignment, substantially in the form of
Exhibit A (the "Supplemental Conveyance"), on the Addition Date.

[END OF ARTICLE II]

ARTICLE III

CONSIDERATION AND PAYMENT
-------------------------

Section 3.01. Purchase Price.

(a) The "Purchase Price" for the Receivables in the Initial
Accounts and the related Purchased Assets as of the Initial Cut-Off Date
conveyed to CFC under this Agreement to the extent not previously paid for shall
be payable on the Initial Closing Date and shall be an amount equal to 100% of
the aggregate balance of Principal Receivables in those Accounts as of the
Initial Cut-Off Date, adjusted to reflect such factors as Finance Corp. and CFC
mutually agree will result in a Purchase Price determined to be the fair market
value of such Receivables and the related Purchased Assets. This computation of
initial purchase price should assume no reinvestment in new Receivables. The
Purchase Price for the Receivables (including Receivables in Additional
Accounts) and the related Purchased Assets to be conveyed to CFC under this
Agreement which come into existence after the Initial Closing Date, shall be
payable on [the second Business Day following the Due Period in which such
Receivables and the related Purchased Assets are conveyed by Finance Corp. to
CFC] in an amount equal [to 100% of the aggregate balance of the Principal
Receivables so conveyed (the "New Principal Receivables"), adjusted to reflect
such factors as Finance Corp. and CFC mutually agree will result in a Purchase
Price determined to be the fair market value of such New Principal Receivables
and the related Purchased Assets.]

(b) The Purchase Price to be paid by CFC on the Initial
Closing Date and on each second Business Day following each Due Period during
which New Principal Receivables are conveyed to CFC shall be paid (i) in cash or
(ii) with the consent of Finance Corp., which consent shall be in Finance
Corp.'s sole discretion and which may be withheld by Finance Corp. for any
reason or for no reason, by means of capital contributed by Finance Corp. to
CFC, or (iii) with the consent of Finance Corp., which consent shall be in
Finance Corp.'s sole discretion and which may be withheld by Finance Corp. for
any reason or for no reason, any combination of clauses (i) and (ii).

(c) Notwithstanding any other provision of this Agreement,
Finance Corp. shall not be obligated to continue selling Receivables to CFC to
the extent that Finance Corp. is not paid the Purchase Price therefor as
provided herein.

Section 3.02. Adjustments to Purchase Price. The Purchase
Price shall be adjusted on the second Business Day of each calendar month (a
"Credit Adjustment") with respect to any Receivable previously conveyed to CFC
by Finance Corp. which has since been reversed by Finance Corp. or the Servicer
because of a rebate, refund, unauthorized charge or billing error to a
cardholder because such Receivable was created in respect of merchandise which
was refused or returned by a cardholder or due to the occurrence of any other
event referred to in Section 3.09 of the Transfer and Servicing Agreement. The
amount of such adjustment shall equal (x) the reduction in the principal balance
of such Receivable resulting from the occurrence of such event multiplied by (y)
the quotient (expressed as a percentage) of (i) the Purchase Price for Principal
Receivables payable on such date computed in accordance

with subsection 3.01(a) divided by (ii) the Principal Receivables paid for on
such date pursuant to such subsection. In the event that an adjustment pursuant
to this Section 3.02 causes the Purchase Price to be a negative number, Finance
Corp. agrees that, not later than 11:00 a.m., New York City time, on such date,
Finance Corp. shall pay to CFC an amount equal to the amount by which the
Purchase Price minus the Credit Adjustment would be reduced below zero.

Section 3.03. Use of Name, Logo and Marks. Finance Corp. does
hereby grant to CFC a non-exclusive license to use the name "Conseco" and all
related identifying trade or service marks, signs, symbols, logos, designs,
servicing software, customer lists, and other intangibles in connection with the
servicing of the Receivables purchased hereunder. The license granted shall be
co-extensive with the term of the Agreement.

[END OF ARTICLE III]

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
------------------------------

Section 4.01. Representations and Warranties of Finance Corp.
Relating to Finance Corp.

(a) Representations and Warranties of Finance Corp. Relating
to Finance Corp. Finance Corp. hereby represents and warrants to, and agrees
with, CFC as of the Closing Date and on each Addition Date that:

(i) Organization and Good Standing. Finance
Corp. is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware, and
has, in all material respects, full power and authority to own
its properties and conduct its business as such properties are
presently owned and such business is presently conducted, and
to execute, deliver and perform its obligations under this
Agreement.

(ii) Due Qualification. Finance Corp. is
duly qualified to do business and is in good standing as a
foreign corporation and has obtained all necessary licenses
and approvals, in each jurisdiction in which failure to so
qualify or to obtain such licenses and approvals would (i)
render any Credit Agreement relating to an Account specified
in this Agreement or any Receivable conveyed to CFC by Finance
Corp. unenforceable by Finance Corp. or CFC or (ii) have a
material adverse effect on the Noteholders.

(iii) Due Authorization. The execution,
delivery and performance of this Agreement and each Finance
Corp. Purchase Agreement and any other document or instrument
delivered pursuant hereto, including any Supplemental
Conveyance (such other documents or instruments, collectively,
the "Conveyance Papers"), and the consummation of the
transactions provided for in this Agreement, the Finance Corp.
Purchase Agreements and the Conveyance Papers have been duly
authorized by Finance Corp. by all necessary corporate action
on the part of Finance Corp.

(iv) No Conflict. The execution and delivery
of this Agreement, the Finance Corp. Purchase Agreements and
the Conveyance Papers by Finance Corp., the performance of the
transactions contemplated by this Agreement, the Finance Corp.
Purchase Agreements and the Conveyance Papers, and the
fulfillment of the terms of this Agreement, the Finance Corp.
Purchase Agreements and the Conveyance Papers applicable to
Finance Corp. will not conflict with, violate or result in any
breach of any of the material terms and provisions of, or
constitute (with or without notice or lapse of time or both) a
material default under, any indenture, contract, agreement,
mortgage, deed of trust, or other instrument to which Finance
Corp. is a party or by which it or any of its properties are
bound.

(v) No Violation. The execution, delivery
and performance of this Agreement, the Finance Corp. Purchase
Agreements and the Conveyance Papers by Finance Corp., the
performance of the transactions contemplated by this
Agreement, the Finance Corp. Purchase Agreements and the
Conveyance Papers and the fulfillment of the terms hereof and
thereof applicable to Finance Corp. will not conflict with or
violate any Requirements of Law applicable to Finance Corp.

(vi) No Proceedings. There are no
proceedings or investigations pending or, to the best
knowledge of Finance Corp., threatened, against Finance Corp.,
before any Governmental Authority (i) asserting the invalidity
of this Agreement, any Finance Corp. Purchase Agreement or the
Conveyance Papers, (ii) seeking to prevent the consummation of
any of the transactions contemplated by this Agreement, any
Finance Corp. Purchase Agreement or the Conveyance Papers,
(iii) seeking any determination or ruling that would
materially and adversely affect the performance by Finance
Corp. of its obligations under this Agreement, any Finance
Corp. Purchase Agreement or the Conveyance Papers, (iv)
seeking any determination or ruling that would materially and
adversely affect the validity or enforceability of this
Agreement, any Finance Corp. Purchase Agreement or the
Conveyance Papers or (v) seeking to affect adversely the
income tax attributes of CFC or the Issuer under the United
States Federal or Delaware and Minnesota income or franchise
tax systems.

(vii) All Consents. All authorizations,
consents, orders or approvals of or registrations or
declarations with any Governmental Authority required to be
obtained, effected or given by Finance Corp. in connection
with the execution and delivery by Finance Corp. of this
Agreement, the Finance Corp. Purchase Agreements and the
Conveyance Papers and the performance of the transactions
contemplated by this Agreement, the Finance Corp. Purchase
Agreements or the Conveyance Papers by Finance Corp. have been
duly obtained, effected or given and are in full force and
effect.

(b) Notice of Breach. The representations and warranties set
forth in this Section 4.01 shall survive the transfer and assignment of the
Receivables to CFC and the transfer by CFC to the Issuer and the pledge to the
Indenture Trustee. Upon discovery by Finance Corp. or CFC of a breach of any of
the foregoing representations and warranties, the party discovering such breach
shall give written notice to the other party, the Owner Trustee and the
Indenture Trustee within three Business Days following such discovery provided
that the failure to give notice within three Business Days does not preclude
subsequent notice.

Section 4.02. Representations and Warranties of Finance Corp.
Relating to the Agreement and the Receivables.

(a) Representations and Warranties. Finance Corp. hereby
represents and warrants to CFC as of the Initial Closing Date and each
subsequent Closing Date and, with respect to each Additional Account as of the
Addition Date that:

(i) this Agreement, each Finance Corp.
Purchase Agreement and each of the Conveyance Papers
constitutes a legal, valid and binding obligation of Finance
Corp. enforceable against Finance Corp. in accordance with its
terms, except as such enforceability may be limited by
applicable Debtor Relief Laws or general principles of equity;

(ii) as of the Initial Cut-Off Date with
respect to the Initial Accounts and as of the related
Additional Cut-Off Date with respect to Additional Accounts,
the portion of Schedule I to this Agreement, as supplemented
to such date, is, or will be on the Required Delivery Date in
the case of Additional Accounts, an accurate and complete
listing in all material respects of all the Accounts the
Receivables in which were transferred by Finance Corp. on the
Initial Closing Date or the Addition Date, as the case may
be, and the information contained therein with respect to the
identity of such Accounts and the Receivables existing
thereunder is, or will be on the Required Delivery Date in
the case of Additional Accounts, true and correct in all
material respects as of the Initial Cut-Off Date or such
Additional Cut-Off Date, as the case may be;

(iii) each Receivable has been conveyed to
CFC free and clear of any Lien;

(iv) all authorizations, consents, orders
or approvals of or registrations or declarations with any
Governmental Authority required to be obtained, effected or
given by Finance Corp. in connection with the conveyance of
Receivables to CFC have been duly obtained, effected or given
and are in full force and effect;

(v) this Agreement constitutes a valid sale,
transfer and assignment to CFC of all right, title and
interest of Finance Corp. in the Receivables conveyed to CFC
by Finance Corp. and the proceeds thereof and Recoveries
identified as relating to the Receivables conveyed to CFC by
Finance Corp. which have become Defaulted Receivables or, if
this Agreement does not constitute a sale of such property, it
constitutes a grant of a first priority perfected "security
interest" (as defined in the UCC) in such property to CFC,
which, in the case of existing Receivables and the proceeds
thereof and said Recoveries, is enforceable upon execution and
delivery of this Agreement, or, with respect to then existing
Receivables in Additional Accounts, as of the applicable
Addition Date, and which will be enforceable with respect to
such Receivables hereafter and thereafter created and the
proceeds thereof upon such creation. Upon the filing of the
financing statements and, in the case of Receivables hereafter
created and the proceeds thereof, upon the creation thereof,
CFC shall have a first priority perfected security or
ownership interest in such property and proceeds;

(vi) on the Initial Cut-Off Date, each
Initial Account is an Eligible Account created under a
Merchant Agreement with an approved Merchant and on each
Additional Cut-Off Date, each related Additional Account is an
Eligible Account created under a Merchant Agreement with an
approved Merchant;

(vii) on the Initial Cut-Off Date, each
Initial Account specified in Schedule I is an Eligible Account
created under a Merchant Agreement with an Approved Merchant
and, on the applicable Additional Cut-Off Date, each related
Additional Account specified in Schedule I is an Eligible
Account created in a Merchant Account with an Approved
Merchant;

(viii) as of the date of the creation of any
new Receivable in any Account, such Receivable is an Eligible
Receivable; and

(ix) no selection procedures believed by
Finance Corp. to be materially adverse to the interests of
CFC, the Issuer or the Noteholders have been used in selecting
such Accounts.

(b) Notice of Breach. The representations and warranties set
forth in this Section 4.02 shall survive the transfer and assignment of the
Receivables to CFC and by CFC to the Issuer and the pledge to the Indenture
Trustee. Upon discovery by either Finance Corp. or CFC of a breach of any of the
representations and warranties set forth in this Section 4.02, the party
discovering such breach shall give written notice to the other party and the
Owner Trustee and the Indenture Trustee within three Business Days following
such discovery; provided that the failure to give notice within three Business
Days does not preclude subsequent notice. Finance Corp. hereby acknowledges that
CFC intends to rely on the representations hereunder in connection with
representations made by CFC to secured parties, assignees or subsequent
transferees including but not limited to transfers made by CFC to the Issuer
pursuant to the Transfer and Servicing Agreement and the security interest
therein granted by the Issuer to the Indenture Trustee pursuant to the Indenture
and that the Owner Trustee and the Indenture Trustee may enforce such
representations directly against Finance Corp.

Section 4.03. Representations and Warranties of CFC.

(a) Representations and Warranties. As of the Closing Date and
each Addition Date, CFC hereby represents and warrants to, and agrees with,
Finance Corp. that:

(i) Organization and Good Standing. CFC is a
corporation duly organized and validly existing under the laws
of the State of Minnesota and has, in all material respects,
full power and authority to own its properties and conduct its
business as such properties are presently owned and such
business is presently conducted and to execute, deliver and
perform its obligations under this Agreement.

(ii) Due Authorization. The execution and
delivery of this Agreement and the Conveyance Papers to which
CFC is a party and the consummation of the transactions
provided for in this Agreement and the Conveyance Papers to
which CFC is a party have been duly authorized by CFC by all
necessary corporate action on the part of CFC.

(iii) No Conflict. The execution and
delivery of this Agreement and the Conveyance Papers to which
CFC is a party by CFC, the performance of the transactions
contemplated by this Agreement and the Conveyance Papers to

which CFC is a party, and the fulfillment of the terms of this
Agreement and the Conveyance Papers to which CFC is a party
applicable to CFC, will not conflict with, result in any
breach of any of the material terms and provisions of, or
constitute (with or without notice or lapse of time or both) a
material default under, any indenture, contract, agreement,
mortgage, deed of trust or other instrument to which CFC is a
party or by which it or any of its properties are bound.

(iv) No Violation. The execution, delivery
and performance of this Agreement and the Conveyance Papers to
which CFC is a party by CFC and the fulfillment of the terms
contemplated herein and therein applicable to CFC will not
conflict with or violate any Requirements of Law applicable to
CFC.

(v) No Proceedings. There are no proceedings
or investigations pending or, to the best knowledge of CFC,
threatened, against CFC, before any Governmental Authority (i)
asserting the invalidity of this Agreement or the Conveyance
Papers, (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement or the Conveyance
Papers, (iii) seeking any determination or ruling that, in the
reasonable judgment of CFC, would materially and adversely
affect the performance by CFC of its obligations under this
Agreement or the Conveyance Papers to which CFC is a party or
(iv) seeking any determination or ruling that would materially
and adversely affect the validity or enforceability of this
Agreement or the Conveyance Papers.

(vi) All Consents. All authorizations,
consents, orders or approvals of or registrations or
declarations with any Governmental Authority required to be
obtained, effected or given by CFC in connection with the
execution and delivery by CFC of this Agreement and the
Conveyance Papers to which it is a party and the performance
of the transactions contemplated by this Agreement and the
Conveyance Papers to which it is a party have been duly
obtained, effected or given and are in full force and effect.

(b) Notice of Breach. The representations and warranties set
forth in this Section 4.03 shall survive the Conveyance of the Receivables to
CFC. Upon discovery by CFC or Finance Corp. of a breach of any of the foregoing
representations and warranties, the party discovering such breach shall give
prompt written notice to the other party.

[END OF ARTICLE IV]

ARTICLE V

COVENANTS
---------

Section 5.01. Covenants of Finance Corp. Finance Corp. hereby
covenants and agrees with CFC as follows:

(a) Receivables Not To Be Evidenced by Promissory Notes.
Except in connection with its enforcement or collection of an Account, Finance
Corp. will take no action to cause any Receivable to be evidenced by any
instrument (as defined in the UCC) and if any Receivable is so evidenced as a
result of any action by Finance Corp. it shall be deemed to be an Ineligible
Receivable in accordance with Section 6.01.

(b) Security Interests. Except for the conveyances hereunder,
Finance Corp. will not sell, pledge, assign or transfer to any other Person, or
take any other action inconsistent with CFC's ownership of the Receivables or
the other Purchased Assets or grant, create, incur, assume or suffer to exist
any Lien (arising through or under Finance Corp.) on, any Receivable, whether
now existing or hereafter created, or any interest therein, and Finance Corp.
shall not claim any ownership interest in the Receivables and shall defend the
right, title and interest of CFC in, to and under the Receivables, whether now
existing or hereafter created, against all claims of third parties claiming
through or under Finance Corp.

(c) Account Allocations. In the event that Finance Corp. is
unable for any reason to transfer Receivables to CFC in accordance with the
provisions of this Agreement (including, without limitation, by reason of the
application of the provisions of Section 8.02 or any order of any Governmental
Authority), then, in any such event, Finance Corp. agrees (except as prohibited
by any such order) to allocate and pay to CFC, after the date of such inability,
all amounts in the manner as that by which CFC will allocate and pay such
amounts to the Issuer after such inability by CFC pursuant to Section 2.11 of
the Transfer and Servicing Agreement.

(d) Delivery of Collections or Recoveries. In the event that
Finance Corp. receives Collections or Recoveries (or any other amounts in
respect of the Purchased Assets transferred in accordance with this Agreement),
Finance Corp. agrees to pay to CFC (or to the Servicer if CFC so directs) all
such Collections and Recoveries as soon as practicable after receipt thereof.

(e) Notice of Liens. Finance Corp. shall notify CFC promptly
after becoming aware of any Lien on any Receivable other than the conveyances
hereunder, under the Transfer and Servicing Agreement or under the Indenture.

(f) Documentation of Transfer. Finance Corp. shall undertake
to file the documents which would be necessary to perfect and maintain the
transfer of the Purchased Assets to CFC.

(g) Conduct of Business. Finance Corp. will carry on and
conduct its business in substantially the same manner and in substantially the
same fields of enterprise as it is

presently conducted and do all things necessary to remain duly organized,
validly existing and in good standing as a domestic corporation in its
jurisdiction of organization and maintain all requisite authority to conduct its
business in each jurisdiction in which its business is conducted.

(h) Compliance with Laws. Finance Corp. will comply with all
laws, rules, regulations, orders, writs, judgments, injunctions, decrees or
awards to which it or its respective properties may be subject.

(i) Sale Treatment. Finance Corp. will not account for
(including for accounting and tax purposes), or otherwise treat, the
transactions contemplated by this Agreement in any manner other than as a sale
of the Receivables by Finance Corp. to CFC.

(j) No Sales, Liens, Etc. Except as contemplated by the
Transaction Documents, Finance Corp. will not sell, assign (by operation of law
or otherwise) or otherwise dispose of, or create or suffer to exist any Lien
(arising through or under Finance Corp.) upon or the filing of any financing
statement (arising through or under Finance Corp.) with respect to, any of the
Receivables.

(k) No Change in Business or Credit Guidelines. Finance Corp.
will not make any change in the character of its business which change would
impair the collectibility of any substantial portion of the Receivables or have
a material adverse effect on the condition (financial or otherwise), business or
properties of Finance Corp. or the ability of Finance Corp. to perform its
obligations hereunder.

(l) Protection of Interest in Purchased Assets. Finance Corp.
shall execute and file such continuation statements and any other documents
reasonably requested by CFC or its successors and assigns or which may be
required by law to fully preserve and protect the interest of CFC in and to the
Purchased Assets.

(m) Reports. Finance Corp. shall, or shall cause Conseco Bank
to provide to CFC, on a monthly basis, upon request, copies of reports which
shall include delinquent account reports, month-end trial balance, and such
other reports as CFC may reasonably request and which Finance Corp. can
reasonably obtain or provide.

(n) Bank Numbers. Finance Corp. shall not, and shall not
permit Conseco Bank to, change the bank number of any Account to a bank number
not specified in Schedule II hereto unless, prior to such change, Finance Corp.
(i) has given CFC, the Issuer, and the Indenture Trustee at least 30 days' prior
written notice thereof, (ii) has made all filings (including filings under the
applicable Uniform Commercial Code) and shall have taken all other action under
applicable law in each relevant jurisdiction in order to protect and perfect the
ownership or security interest of CFC, the Issuer, and the Indenture Trustee in
such Receivables, and (iii) has delivered to the Indenture Trustee an opinion of
counsel to the effect that each of CFC, the Issuer, and the Indenture Trustee
has a first priority perfected security interest in such Receivables after
giving effect to such change.

Section 5.02. Covenants of Finance Corp. with Respect to
Receivables Purchase Agreements. Finance Corp., in its capacity as purchaser of
Receivables from Conseco Bank or any other Account Owner pursuant to the Finance
Corp. Purchase Agreements between Finance

Corp. and Conseco Bank or any other Account Owner, hereby covenants that Finance
Corp. will at all times enforce the covenants and agreements of Conseco Bank or
any other Account Owner, in such Finance Corp. Purchase Agreements.

[END OF ARTICLE V]

ARTICLE VI

INDEMNITY AND REPURCHASE OBLIGATION
-----------------------------------

Section 6.01. Indemnity for Ineligible Receivables. In the
event any representation or warranty under Section 4.02(a)(ii), (iii), (iv),
(v), (vi), (vii), (viii) or (ix) is not true and correct in any material respect
as of the date specified therein with respect to any Receivable or the related
Account or at the time of the sale of a Receivable to CFC, CFC does not have
good and marketable title thereto or such Receivable is not free and clear of
all Liens granted by or arising through Finance Corp., and in any such case as a
result of such breach CFC is required to treat such Receivables as Ineligible
Receivables pursuant to Section 2.05(a) of the Transfer and Servicing Agreement,
Finance Corp. shall indemnify CFC for any loss directly resulting from Finance
Corp.'s breach of such representation or warranty; provided, however, that in no
event shall the amount of such indemnity exceed the Purchase Price paid for such
Receivable.

Section 6.02. Reassignment of Noteholders' Interest in Trust
Portfolio. In the event any representation or warranty set forth in Section
4.01(a) or Section 4.02(a)(i) or (v) is not true and correct in any material
respect and as a result of such breach CFC is required pursuant to Section 2.06
of the Transfer and Servicing Agreement, to accept a reassignment of the
Receivables previously sold by Finance Corp. to CFC, Finance Corp. shall be
obligated to accept a reassignment of such Receivables from CFC on the terms set
forth below.

Finance Corp. shall pay to CFC by depositing in the Collection
Account in immediately available funds, not later than 1:00 P.M. New York City
time, on the first Transfer Date following the Due Period in which such
reassignment obligation arises, in payment for such reassignment, an amount
equal to the amount specified in Section 2.06 of the Transfer and Servicing
Agreement. Upon any such reassignment of the Receivables on such date, CFC shall
automatically and without further action be deemed to sell, transfer, assign,
set-over and otherwise convey to Finance Corp., without recourse, representation
or warranty, all the right, title and interest of CFC in and to the Receivables,
all Recoveries related thereto, and all monies and amounts due or to become due
with respect thereto and all proceeds thereof. CFC shall execute such documents
and instruments of transfer or assignment and take such other actions as shall
reasonably be requested by Finance Corp. to effect the conveyance of such
property pursuant to this subsection.

[END OF ARTICLE VI]

ARTICLE VII

CONDITIONS PRECEDENT
--------------------

Section 7.01. Conditions to CFC's Obligations Regarding
Initial Receivables. The obligations of CFC to purchase the Receivables in the
Initial Accounts on the Closing Date shall be subject to the satisfaction of the
following conditions:

(a) All representations and warranties of Finance Corp.
contained in this Agreement shall be true and correct on the Initial Closing
Date with the same effect as though such representations and warranties had been
made on such date;

(b) All information concerning the Initial Accounts provided
to CFC shall be true and correct as of the Initial Cut-Off Date in all material
respects;

(c) Finance Corp. shall have (i) delivered to CFC a computer
file or microfiche list containing a true and complete list of all Initial
Accounts identified by bank identification number, bank number and account
number and by the Receivables balance and the Principal Receivables balance as
of the Initial Cut-Off Date and (ii) substantially performed all other
obligations required to be performed by the provisions of this Agreement;

(d) Finance Corp. shall have recorded and filed, at its
expense, any financing statement with respect to the Receivables now existing
and hereafter created meeting the requirements of applicable state law in such
manner and in such jurisdictions as would be necessary to perfect the sale of
and security interest in the Receivables from Finance Corp. to CFC, and shall
deliver a file-stamped copy of such financing statements or other evidence of
such filings to CFC;

(e) On or before the Closing Date, (i) CFC, Conseco Bank and
the Owner Trustee shall have entered into the Trust Agreement, (ii) CFC, Conseco
Bank, the Indenture Trustee and the Issuer shall have entered into the Transfer
and Servicing Agreement, (iii) the Issuer, the Servicer and the Indenture
Trustee shall have entered into the Indenture, (iv) Conseco Bank and Finance
Corp. shall have entered into the Bank Receivables Purchase Agreement and (v)
the closing under all such agreements shall take place simultaneously with the
initial closing hereunder; and

(f) All corporate and legal proceedings and all instruments in
connection with the transactions contemplated by this Agreement shall be
satisfactory in form and substance to CFC, and CFC shall have received from
Finance Corp. copies of all documents (including, without limitation, records of
corporate proceedings) relevant to the transactions herein contemplated as CFC
may reasonably have requested.

Section 7.02. Conditions Precedent to Finance Corp.'s
Obligations. The obligations of Finance Corp. to sell Receivables in the Initial
Accounts on the Closing Date shall be subject to the satisfaction of the
following conditions:

(a) All representations and warranties of CFC contained in
this Agreement shall be true and correct with the same effect as though such
representations and warranties had been made on such date;

(b) Payment or provision for payment of the Purchase Price in
accordance with the provisions of Section 3.01 hereof shall have been made; and

(c) All corporate and legal proceedings and all instruments in
connection with the transactions contemplated by this Agreement shall be
satisfactory in form and substance to Finance Corp., and Finance Corp. shall
have received from CFC copies of all documents (including, without limitation,
records of corporate proceedings) relevant to the transactions herein
contemplated as Finance Corp. may reasonably have requested.

[END OF ARTICLE VII]

ARTICLE VIII

TERM AND PURCHASE TERMINATION
-----------------------------

Section 8.01. Term. This Agreement shall commence as of the
date of execution and delivery hereof and shall continue until such date as may
be mutually agreed by CFC and Finance Corp. after the termination of the Issuer
as provided in Article VIII of the Trust Agreement.

Section 8.02. Purchase Termination. If Finance Corp. shall
fail generally to, or admit in writing its inability to, pay its debts as they
become due; or if a proceeding shall have been instituted in a court having
jurisdiction in the premises seeking a decree or order for relief in respect of
Finance Corp. in an involuntary case under any Debtor Relief Law, or for the
appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator, conservator or other similar official of Finance Corp. or for any
substantial part of Finance Corp.'s property, or for the winding-up or
liquidation of Finance Corp.'s affairs and, if instituted against Finance Corp.,
any such proceeding shall continue undismissed or unstayed and in effect, for a
period of 60 consecutive days or upon entry of any order or decree providing for
such relief, or any of the actions sought in such proceeding shall occur; or if
Finance Corp. shall commence a voluntary case under any Debtor Relief Law, or if
Finance Corp. shall consent to the entry of an order for relief in an
involuntary case under any Debtor Relief Law, or consent to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator, conservator or other similar official of, or for, any substantial
part of its property, or any general assignment for the benefit of its
creditors; or Finance Corp. or any subsidiary of Finance Corp. shall have taken
any corporate action in furtherance of any of the foregoing actions (each an
"Insolvency Event"); then Finance Corp. shall immediately cease to transfer
Principal Receivables to CFC and shall promptly give notice to CFC, the Owner
Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any
cessation of the transfer to CFC of additional Principal Receivables, Principal
Receivables transferred to CFC prior to the occurrence of such Insolvency Event
and Collections in respect of such Principal Receivables and Finance Charge
Receivables whenever created, accrued in respect of such Principal Receivables,
shall continue to be property of CFC available for transfer by CFC to the Issuer
pursuant to the Transfer and Servicing Agreement.

[END OF ARTICLE VIII]

ARTICLE IX

MISCELLANEOUS PROVISIONS
------------------------

Section 9.01. Amendment. This Agreement and the rights and
obligations of the parties hereunder may not be changed orally, but only by an
instrument in writing signed by CFC and Finance Corp. in accordance with this
Section 9.01. This Agreement may be amended from time to time by CFC and Finance
Corp. (i) to cure any ambiguity, (ii) to correct or supplement any provisions
herein which may be inconsistent with any other provisions herein, (iii) to add
any other provisions with respect to matters or questions arising under this
Agreement which shall not be inconsistent with the provisions of this Agreement,
(iv) to change or modify the Purchase Price and (v) to change, modify, delete or
add any other obligation of Finance Corp. or CFC; provided, however that no
amendment pursuant to clause (iv) or (v) of this Section 9.01 shall be effective
unless Finance Corp. and CFC have been notified in writing that the Rating
Agency Condition has been satisfied; provided further that, unless the Owner
Trustee and the Indenture Trustee shall consent thereto, CFC shall have
delivered to the Indenture Trustee and the Owner Trustee an Officer's
Certificate, dated the date of such action, stating that CFC reasonably believes
that such action will not have an Adverse Effect on the Issuer, the Indenture
Trustee, the Noteholders or any Series Enhancer. Any reconveyance executed in
accordance with the provisions hereof shall not be considered to be an amendment
to this Agreement. A copy of any amendment to this Agreement shall be sent to
the Rating Agencies.

Section 9.02. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 9.03. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, return receipt requested,
to (a) in the case of Finance Corp., ____________________________________ ,
Attention: ______________________ (facsimile no. (___) ___-___), (b) in the case
of CFC, ___________________, __________________, __________________,
______________, Attention: ______________ (facsimile no. (__) ___-____), (c) in
the case of the Owner Trustee, _______________________, Attention:
_________________________ (facsimile no.: (___) ___-____), (d) or in the case of
the Indenture Trustee, ____________________________, Attention:
_________________ (facsimile no.: (___) ___-____); or, as to each party, at such
other address as shall be designated by such party in a written notice to each
other party.

Section 9.04. Severability of Provisions. If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall for
any reason whatsoever be held invalid, then such covenants, agreements,
provisions, or terms shall be deemed severable from the remaining covenants,
agreements, provisions, and terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement.

Section 9.05. Assignment. Notwithstanding anything to the
contrary contained herein, other than CFC's assignment of its right, title, and
interest in, to, and under this Agreement to the Issuer and the Issuer's grant
of a security interest in all of its right, title and interest in, to and under
this Agreement to the Indenture Trustee for the benefit of the Noteholders and
any Series Enhancers, this Agreement may not be assigned by the parties hereto;
provided, however, that Finance Corp. shall have the right to assign its right,
title and interest in, to and under this Agreement to (i) any successor by
merger assuming this Agreement which assumes the obligations of this Agreement
or (ii) any entity; provided that the Rating Agency has advised CFC and Finance
Corp. that the Rating Agency Condition has been satisfied.

Section 9.06. Acknowledgement and Agreement of Finance Corp.
By execution below, Finance Corp. expressly acknowledges and agrees that all of
CFC's right, title, and interest in, to, and under this Agreement, including,
without limitation, all of CFC's right, title, and interest in and to the
Receivables purchased pursuant to this Agreement, will be assigned by CFC to the
Issuer, and a security interest therein will be granted by the Issuer to the
Indenture Trustee for the benefit of the Noteholders and any Series Enhancers,
and Finance Corp. consents to such assignments. Finance Corp. further agrees
that notwithstanding any claim, counterclaim, right of setoff or defense which
it may have against CFC, due to a breach by CFC of this Agreement or for any
other reason, and notwithstanding the bankruptcy of CFC or any other event
whatsoever, Finance Corp.'s sole remedy shall be a claim against CFC for money
damages, and then only to the extent of funds available to CFC, and in no event
shall Finance Corp. assert any claim on or any interest in the Receivables or
any proceeds thereof or take any action which would reduce or delay receipt by
CFC or the Issuer of collections with respect to the Receivables. Additionally,
Finance Corp. agrees that any amounts payable by Finance Corp. to CFC hereunder
which are to be paid by CFC to the Issuer for the benefit of the Noteholders and
any Series Enhancers shall be paid by Finance Corp., on behalf of CFC, directly
to the Issuer.

Section 9.07. Further Assurances. CFC and Finance Corp. agree
to do and perform, from time to time, any and all acts and to execute any and
all further instruments required or reasonably requested by the other party, the
Owner Trustee or the Indenture Trustee more fully to effect the purposes of this
Agreement and the Conveyance Papers, including, without limitation, the
execution of any financing statements or continuation statements or equivalent
documents relating to the Receivables for filing under the provisions of the UCC
or other law of any applicable jurisdiction.

Section 9.08. No Waiver; Cumulative Remedies. No failure to
exercise and no delay in exercising, on the part of CFC or Finance Corp., any
right, remedy, power or privilege hereunder, shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exhaustive of any
rights, remedies, powers and privileges provided by law.

Section 9.09. Counterparts. This Agreement and all Conveyance
Papers may be executed in two or more counterparts (and by different parties on
separate counterparts), each of which shall be an original, but all of which
together shall constitute one and the same instrument.

Section 9.10. Binding; Third-Party Beneficiaries. This
Agreement and the Conveyance Papers will inure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns.
The Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be
considered third-party beneficiaries of this Agreement.

Section 9.11. Merger and Integration. Except as specifically
stated otherwise herein, this Agreement and the Conveyance Papers 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 Conveyance Papers. This Agreement and the Conveyance Papers may not be
modified, amended, waived or supplemented except as provided herein.

Section 9.12. Headings. The headings are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.

Section 9.13. Schedules and Exhibits. The schedules and
exhibits attached hereto and referred to herein shall constitute a part of this
Agreement and are incorporated into this Agreement for all purposes.

Section 9.14. Survival of Representations and Warranties. All
representations, warranties and agreements contained in this Agreement or
contained in any Supplemental Conveyance shall remain operative and in full
force and effect and shall survive conveyance of the Receivables by CFC to the
Issuer pursuant to the Transfer and Servicing Agreement and the grant of a
security interest therein by the Issuer to the Indenture Trustee pursuant to the
Indenture.

Section 9.15. Nonpetition Covenant. Notwithstanding any prior
termination of this Agreement, Finance Corp. shall not, prior to the date which
is one year and one day after the termination of this Agreement, acquiesce,
petition or otherwise invoke or cause CFC to invoke the process of any
Governmental Authority for the purpose of commencing or sustaining a case
against CFC under any Federal or state bankruptcy, insolvency or similar law or
appointing a receiver, conservator, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of CFC or any substantial part of its
property or ordering the winding-up or liquidation or the affairs of CFC.

[END OF ARTICLE IX]

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

CONSECO FINANCE CORP.

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

CONSECO FINANCE CREDIT CARD FUNDING CORP.

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

Schedule I
----------

LIST OF ACCOUNTS
----------------

[Delivered Separately]

Schedule II
-----------

Bank Identification Numbers and Bank Numbers
--------------------------------------------

------------------------------------------------------------ ---------------------------------------------------------
Bank Identification Numbers Bank Numbers
------------------------------------------------------------ ---------------------------------------------------------

------------------------------------------------------------ ---------------------------------------------------------

Exhibit A
---------

FORM OF SUPPLEMENTAL CONVEYANCE OF RECEIVABLES IN NEW ACCOUNTS
(As required by Section 2.05 of
the Receivables Purchase Agreement)

SUPPLEMENTAL CONVEYANCE No. ______ OF RECEIVABLES IN NEW
ACCOUNTS, dated as of _______________________,1 by and between CONSECO FINANCE
CORP., a Delaware corporation ("Finance Corp."), and CONSECO FINANCE CREDIT CARD
FUNDING CORP., a Minnesota corporation ("CFC"), pursuant to the Receivables
Purchase Agreement referred to below.

WITNESSETH

WHEREAS, Finance Corp. and CFC are parties to the Receivables
Purchase Agreement, dated as of ________ __, 2001 (the "Agreement");

WHEREAS, pursuant to the Agreement, Finance Corp. wishes to
designate New Accounts to be included as Accounts and to sell the Receivables of
such New Accounts (as each such term is defined in the Agreement), whether now
existing or hereafter created, to CFC; and

WHEREAS, CFC is willing to accept such designation and
conveyance subject to the terms and conditions hereof;

NOW, THEREFORE, Finance Corp. and CFC hereby agree as follows:

1. Defined Terms. All capitalized terms used herein shall have the
meanings ascribed to them in the Agreement unless otherwise defined
herein.

"Addition Date" shall mean, with respect to the New Accounts
designated hereby, _________________, _________.

"Additional Cut-Off Date" shall mean, with respect to the New
Accounts designated hereby, ___________________, ___________.

2. Designation of New Accounts. On or before the date hereof, Finance
Corp. will deliver to CFC a computer file or microfiche list containing
a true and complete schedule identifying all such New Accounts (the
"New Accounts") specifying for each such Supplemental Account, as of
the Additional Cut-Off Date, its account number, the aggregate amount
outstanding in such Account and the aggregate amount of Principal

------------------
1 / To be dated as of the applicable Addition Date.

Receivables outstanding in such Account, which computer file or
microfiche list shall supplement Schedule 1 to the Agreement.

3. Conveyance of Receivables. (a) Finance Corp. does hereby, sell,
transfer, assign, set over and otherwise convey, without recourse
except as set forth in the Agreement, to CFC, all its right, title and
interest in, to and under the Receivables of such New Accounts existing
at the close of business on the Additional Cut-Off Date and thereafter
created from time to time until the termination of the Agreement, all
Recoveries related thereto, all monies due or to become due and all
amounts received or receivable with respect thereto and all proceeds
(including "proceeds" as defined in the UCC) thereof.

(b) If necessary, Finance Corp. agrees to record and file, at
its own expense, financing statements (and continuation statements when
applicable) with respect to the Receivables in New Accounts existing on the
Additional Cut-Off Date and thereafter created meeting the requirements of
applicable state law in such manner and in such jurisdictions as are necessary
to perfect, and maintain perfection of, the sale and assignment of such
Receivables to CFC, and to deliver a file-stamped copy of each such financing
statement or other evidence of such filing to CFC on or prior to the Addition
Date.

(c) In connection with such sale, Finance Corp. further
agrees, at its own expense, on or prior to the date of this Supplemental
Conveyance, to indicate in the appropriate computer files that Receivables
created in connection with the New Accounts and designated hereby have been
conveyed to CFC pursuant to the Agreement and this Supplemental Conveyance.

(d) It is the intention of the parties hereto that the
arrangements with respect to the property described in Section 3(a) hereof shall
constitute either a contribution to capital of CFC or a purchase and sale of
such property and not a loan. In the event, however, that it were to be
determined that the transactions evidenced hereby constitute a loan and not a
contribution to capital or a purchase and sale, this Supplemental Conveyance
shall constitute a security agreement under applicable law, and Finance Corp.
does hereby grant to CFC a security interest in all of its right, title and
interest, whether now owned or hereafter acquired, in and to the Receivables in
the New Accounts existing on the Additional Cut-Off Date and thereafter created,
all Recoveries related thereto, all monies due or to become due and all amounts
received or receivable with respect thereto, all money, accounts, general
intangibles, chattel paper, instruments, documents, goods, investment property,
deposit accounts, certificates of deposit, letters of credit, and advices of
credit consisting of, arising from or related to the foregoing, and all
"proceeds" (including "proceeds" as defined in the UCC) thereof.

4. Acceptance by CFC. CFC hereby acknowledges its acceptance of all right,
title and interest to the property, existing on the Additional Cut-Off
Date and thereafter created, conveyed to CFC pursuant to Section 3(a)
of this Supplemental Conveyance. CFC further acknowledges that, prior
to or simultaneously with the execution and delivery of this
Supplemental Conveyance, Finance Corp. delivered to CFC the computer
file or microfiche list described in Section 2 of this Supplemental
Conveyance.

5. Representations and Warranties of Finance Corp. Finance Corp. hereby
represents and warrants to CFC, as the Addition Date that:

(a) Legal, Valid and Binding Obligation. This Supplemental Conveyance
constitutes a legal, valid and binding obligation of Finance Corp. enforceable
against Finance Corp. in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors' rights in general and except as such
enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity);

(b) Eligibility of Accounts. As of the Additional Cut-Off Date, each
Supplemental Account designated hereby is an Eligible Account;

(c) Insolvency. As of each of the Additional Cut-Off Date and the
Addition Date, no Insolvency Event with respect to Finance Corp. has occurred
and the transfer by Finance Corp. of Receivables arising in the New Accounts to
CFC has not been made in contemplation of the occurrence thereof;

(d) Early Redemption Event; Event of Default. Finance Corp. reasonably
believes that (A) the transfer of the Receivables arising in the New Accounts
will not, based on the facts known to Finance Corp., then or thereafter cause an
Early Redemption Event or Event of Default to occur with respect to any Series
and (B) no selection procedure was utilized by Finance Corp. which would result
in the selection of New Accounts (from among the available Eligible Accounts
available to Finance Corp.) that would be materially adverse to the interests of
CFC or the Noteholders of any Series as of the Addition Date;

(e) Security Interest. This Supplemental Conveyance constitutes a valid
sale, transfer and assignment to CFC of all right, title and interest, whether
owned on the Additional Cut-Off Date or thereafter acquired, of Finance Corp. in
the Receivables existing on the Additional Cut-Off Date or thereafter created in
the New Accounts, all Recoveries related thereto, all monies due or to become
due and all amounts received or receivable with respect thereto and the
"proceeds" (including "proceeds" as defined in the applicable UCC) thereof, or,
if this Supplemental Conveyance does not constitute a sale of such property, it
constitutes a grant of a "security interest" (as defined in the applicable UCC)
in such property to CFC, which, in the case of existing Receivables and the
proceeds thereof, is enforceable upon execution and delivery of this
Supplemental Conveyance, and which will be enforceable with respect to such
Receivables hereafter created and the proceeds thereof upon such creation. Upon
the filing of the financing statements described in Section 3 of this
Supplemental Conveyance and, in the case of the Receivables hereafter created
and the proceeds thereof, upon the creation thereof, CFC shall have a first
priority perfected security or ownership interest in such property;

(f) No Conflict. The execution and delivery by Finance Corp. of this
Supplemental Conveyance, the performance of the transactions contemplated by
this Supplemental Conveyance and the fulfillment of the terms hereof applicable
to Finance Corp., will not conflict with or violate any Requirements of Law
applicable to Finance Corp. or conflict with, result in any breach of any of the
material terms and provisions of, or constitute (with or without notice or lapse
of time or both) a material default under, any indenture, contract, agreement,
mortgage,

deed of trust or other instrument to which Finance Corp. is a party or by which
it or its properties are bound;

(g) No Proceedings. There are no proceedings or investigations,
pending, or to the best knowledge of Finance Corp., threatened, against Finance
Corp. before any court, regulatory body, administrative agency or other tribunal
or governmental instrumentality (i) asserting the invalidity of this
Supplemental Conveyance, (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Supplemental Conveyance, (iii) seeking any
determination or ruling that, in the reasonable judgment of Finance Corp., would
materially and adversely affect the performance by Finance Corp. of its
obligations under this Supplemental Conveyance or (iv) seeking any determination
or ruling that would materially and adversely affect the validity or
enforceability of this Supplemental Conveyance; and

(h) All Consents. All authorizations, consents, orders or approvals of
any court or other governmental authority required to be obtained by Finance
Corp. in connection with the execution and delivery of this Supplemental
Conveyance by Finance Corp. and the performance of the transactions contemplated
by this Supplemental Conveyance by Finance Corp., have been obtained.

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

7. Counterparts. This Supplemental Conveyance may be executed in two or
more counterparts, and by different parties on separate counterparts,
each of which shall be an original, but all of which shall constitute
one and the same instrument.

8. GOVERNING LAW. THIS SUPPLEMENTAL CONVEYANCE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO
ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

IN WITNESS WHEREOF, Finance Corp. and CFC have caused this
Supplemental Conveyance to be duly executed by their respective officers as of
the day and year first above written.

CONSECO FINANCE CORP.

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

CONSECO FINANCE CREDIT CARD FUNDING CORP.

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

SCHEDULE 1

List of Accounts
----------------

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Table of Contents

FORM OF RECEIVABLES PURCHASE AGREEMENT

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