CONSECO FINANCE CORP
424B5, 2000-10-03
ASSET-BACKED SECURITIES
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<PAGE>
                                                Filed Pursuant to Rule 424(b)(5)
                                                             File Nos. 333-92315
                                                                and 333-92315-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 28, 2000)
                                                                  [Conseco Logo]
                           $716,250,000 (Approximate)

                     Conseco Finance Securitizations Corp.
                                     Seller

                             Conseco Finance Corp.
                            Servicer and Originator

   Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates
                                 Series 2000-5


 The Series 2000-5 certificates will consist of 14 classes, 10 of which are
 offered under this prospectus supplement.
<TABLE>
<CAPTION>
                                                     Underwriting
           Remittance     Approximate     Price to    Discount or  Proceeds to
  Class       Rate      Principal Amount   Public    Placement Fee   Company
  -----    ----------   ---------------- ----------  ------------- ------------
  <S>      <C>          <C>              <C>         <C>           <C>
  A-1.....    6.98%       $130,000,000   100.000000%     0.100%       99.900000%
  A-2.....    7.06%       $ 67,000,000   100.000000%     0.200%       99.800000%
  A-3.....    7.21%       $ 67,000,000   100.000000%     0.250%       99.750000%
  A-4.....    7.47%       $101,000,000    99.984375%     0.350%       99.634325%
  A-5.....    7.70%       $ 40,000,000    99.953125%     0.400%       99.553125%
  A-6.....    7.96%       $117,000,000    99.984375%     0.450%       99.534375%
  A-7.....    8.20%(1)    $104,250,000    99.937500%     0.500%       99.437500%
  M-1.....    8.40%(1)    $ 37,500,000    99.984375%     0.650%       99.334375%
  M-2.....    9.03%(1)    $ 30,000,000   100.000000%     0.675%       99.325000%
  B-1.....   10.21%(1)    $ 22,500,000    99.968750%     0.700%       99.268750%
                          ------------                             ------------
  Total...                $716,250,000                             $713,522,641
                          ============                             ============
</TABLE>
 -------
 (1) Or the weighted average of the rates on the contracts in the contract
     pool, if less.


     The approximate principal amount of the classes of certificates may vary
plus or minus 5%. The price to public will be the percentage listed in the
table above plus any accrued interest beginning on October 5, 2000.

     Consider carefully the risk factors beginning on page S-12 in this
prospectus supplement.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement and prospectus are truthful or complete. Any
representation to the contrary is a criminal offense.

     These certificates will be delivered on or about October 5, 2000.

     The underwriters named below will offer the certificates at the price to
public listed in the table above and will receive the discount listed above.
See "Underwriting" on page S-80 in this prospectus supplement and on page 67 in
the prospectus.

Lehman Brothers
                 Banc of America Securities LLC
                                  Credit Suisse First Boston
                                                             Merrill Lynch & Co.

          The date of this prospectus supplement is September 28, 2000
<PAGE>

                               TABLE OF CONTENTS
                             Prospectus Supplement
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Summary of the Terms of the Offered Certificates...........................  S-4
Risk Factors............................................................... S-12
Structure of the Transaction............................................... S-17
The Contract Pool.......................................................... S-17
Conseco Finance Corp. ..................................................... S-25
Yield and Prepayment Considerations........................................ S-28
Description of the Certificates............................................ S-43
Use of Proceeds............................................................ S-74
Federal Income Tax Consequences............................................ S-74
ERISA Considerations....................................................... S-75
Legal Investment Considerations............................................ S-79
Underwriting............................................................... S-80
Legal Matters.............................................................. S-82
Global Clearance, Settlement and Tax Documentation Procedures..............  A-1
</TABLE>

                                   Prospectus

<TABLE>
<S>                                                                        <C>
Important Notice About Information Presented in this Prospectus and the
 Accompanying Prospectus Supplement.......................................   2
The Trust.................................................................   3
Use of Proceeds...........................................................  10
Conseco Finance Corp. ....................................................  11
Conseco Finance Securitizations Corp. ....................................  14
Yield Considerations......................................................  14
Maturity and Prepayment Considerations....................................  15
Description of the Certificates...........................................  17
Servicing.................................................................  30
Description of FHA Insurance and VA Guarantees............................  34
Legal Aspects of the Contracts............................................  35
ERISA Considerations......................................................  43
Federal Income Tax Consequences...........................................  46
Legal Investment Considerations...........................................  65
Ratings...................................................................  66
Underwriting..............................................................  67
Legal Matters.............................................................  68
Experts...................................................................  69
Glossary..................................................................  70
</TABLE>

    You should rely only on the information contained in this prospectus
supplement and prospectus. Conseco Finance, Conseco Securitizations and the
underwriters have not authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information,
you should not rely on it. Conseco Finance, Conseco Securitizations and the
underwriters are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted.

    This document consists of a prospectus supplement and a prospectus. The
prospectus provides general information about Conseco Finance, about our
manufactured housing lending business, and about any series of certificates for
manufactured housing loans that we may wish to sell. This prospectus supplement
contains more detailed information about the specific terms of this series of
certificates. If the description of the terms of your certificate varies
between this prospectus supplement and the prospectus, you should rely on the
information in this prospectus supplement.

    If you have received a copy of this prospectus supplement and prospectus in
an electronic format, and if the legal prospectus delivery period has not
expired, you may obtain a paper copy of this prospectus supplement and
prospectus from us or an underwriter by asking for it.

                                      S-2
<PAGE>

    Note on forward-looking statements: All statements, trend analyses and
other information contained in this prospectus supplement and prospectus and
elsewhere (such as in filings by Conseco Finance with the Securities and
Exchange Commission, press releases, presentations by Conseco Finance or its
management or oral statements) relative to markets for Conseco Finance's
products and trends in Conseco Finance's operations or financial results, as
well as other statements including words such as "anticipate," "believe,"
"plan," "estimate," "expect," "intend," "should," "could," "goal," "target,"
"on track," "comfortable with" and other similar expressions, constitute
forward-looking statements under the Private Securities Litigation Reform Act
of 1995. These forward-looking statements are subject to known and unknown
risks, uncertainties and other factors which may cause actual results to be
materially different from those contemplated by the forward-looking statements.
Such factors include, among other things:

  .   general economic conditions and other factors, including prevailing
      interest rate levels and stock and credit market performance, which
      may affect (among other things) Conseco Finance's ability to make
      loans and access capital resources and the costs associated therewith,
      and the level of defaults and prepayments of loans made by Conseco
      Finance;

  .   Conseco Finance's ability to achieve anticipated synergies and levels
      of operational efficiencies;

  .   customer response to new products, distribution channels and marketing
      initiatives;

  .   performance of its investments;

  .   changes in the federal income tax laws and regulations which may
      affect the relative tax advantages of some of Conseco Finance's
      products;

  .   increasing competition in the finance business;

  .   regulatory changes or actions, including those relating to regulation
      of financial services;

  .   the outcome of Conseco Finance's efforts to sell assets and the
      availability of capital during this process;

  .   actions by rating agencies and the effects of past or future actions
      by these agencies on Conseco Finance's business; and

  .   the risk factors or uncertainties listed from time to time in the
      filings of Conseco Finance or its parent, Conseco, Inc., with the
      Securities and Exchange Commission.


                                      S-3
<PAGE>

                SUMMARY OF THE TERMS OF THE OFFERED CERTIFICATES

    This summary highlights selected information regarding the certificates,
and does not contain all of the information that you need to consider in making
your investment decision. To understand all of the terms of the certificates,
read this entire prospectus supplement and the accompanying prospectus. In
particular, we will refer throughout this summary to sections of this
prospectus supplement or the prospectus, or both, which will contain more
complete descriptions of the matters summarized. All these references will be
to sections of this prospectus supplement only unless we note otherwise.

    The 14 classes of the Series 2000-5 certificates listed in the table below
will represent interests in a trust. We are not offering those classes in
italics. We or one of our affiliates initially will retain these classes of
certificates, but may sell any or all of these certificates at a later date.
The trust will own a pool of manufactured housing contracts.

<TABLE>
<CAPTION>
                                            Approximate    Fitch  Moody's  S&P
Class                     Remittance Rate Principal Amount Rating Rating  Rating
-----                     --------------- ---------------- ------ ------- ------
<S>                       <C>             <C>              <C>    <C>     <C>
A-1......................       6.98%       $130,000,000    AAA     Aaa    AAA
A-2......................       7.06%       $ 67,000,000    AAA     Aaa    AAA
A-3......................       7.21%       $ 67,000,000    AAA     Aaa    AAA
A-4......................       7.47%       $101,000,000    AAA     Aaa    AAA
A-5......................       7.70%       $ 40,000,000    AAA     Aaa    AAA
A-6......................       7.96%       $117,000,000    AAA     Aaa    AAA
A-7......................       8.20%(1)    $104,250,000    AAA     Aaa    AAA
M-1......................       8.40%(1)    $ 37,500,000     AA     Aa2     AA
M-2......................       9.03%(1)    $ 30,000,000     A      A2      A
B-1......................      10.21%(1)    $ 22,500,000    BBB    Baa2    BBB
B-2......................       9.80%(1)    $ 26,250,000    --      --     --
B-3I.....................       (2)                  --     --      --     --
C Master.................       (3)                  --     --      --     --
C Subsidiary.............       (3)                  --     --      --     --
</TABLE>
--------
(1) Or the weighted average of the rates on the contracts in the contract pool,
    if less.
(2) The Class B-3I certificates are entitled to excess interest on each
    remittance date, calculated as described herein.
(3) Neither the Class C Master nor the Class C Subsidiary certificates are
    entitled to any distributions of interest.

    Conseco Securitizations will not issue the certificates unless S&P, Moody's
and Fitch assign each class at least the ratings listed above.

    The ratings of each class of certificates by S&P and Moody's addresses the
likelihood of timely receipt of interest and ultimate receipt of principal. The
rating of each class of certificates by Fitch addresses the likelihood of
timely payment of interest and ultimate payment of principal. A security rating
is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time by the assigning rating agency.

                                      S-4
<PAGE>


Seller......................  Conseco Finance Securitizations Corp., 300
                              Landmark Towers, 345 St. Peter Street, St. Paul,
                              Minnesota 55102, telephone: (651) 293-3400.

Servicer....................  Conseco Finance Corp., 1100 Landmark Towers, 345
                              St. Peter Street, St. Paul, Minnesota 55102,
                              telephone: (651) 293-3400. Conseco Finance Corp.
                              was formerly named Green Tree Financial
                              Corporation. Conseco Finance is a wholly owned
                              subsidiary of Conseco, Inc. Conseco, Inc. has not
                              guaranteed any of the obligations of Conseco
                              Finance or Conseco Securitizations with respect
                              to the contracts, the certificates or the trust.

Trustee.....................  U.S. Bank National Association.

Remittance Date.............  The first day of each month, or, if that first
                              day is not a business day, the next business day,
                              beginning in November 2000.

Record Date.................  The business day just before the related
                              remittance date.

Closing Date................  October 5, 2000.

Cut-off Date................  August 31, 2000 for the initial contracts and
                              September 30, 2000 for the additional contracts.
                              For the subsequent contracts, the trust will be
                              entitled to receive all payments due after either
                              the last day of the calendar month in which the
                              subsequent closing occurs or the last day of the
                              preceding calendar month, as specified by Conseco
                              Securitizations.

Priority of Distributions...  Distributions on the certificates will be made
                              primarily from amounts collected on the
                              manufactured housing contracts during the related
                              due period, which runs from the 16th day of one
                              month to the 15th day of the next month. The
                              trustee will apply the amount available to make
                              distributions of principal and interest on the
                              certificates in the following order of priority:

                                  1. Class A interest

                                  2. Class M-1 interest

                                  3. Class M-2 interest

                                  4. Class B-1 interest

                                  5. Class A principal


                                      S-5
<PAGE>

                                  6.  Class M-1 principal

                                  7.  Class M-2 principal

                                  8.  Class B-1 principal

                                  9.  Class B-2 interest

                                  10. Class B-2 principal

                              This prospectus supplement summarizes in the next
                              two pages the amounts of interest and principal
                              to be paid. In each case, the payments on each
                              class of certificates will be made only up to the
                              amount available, after making any payments to
                              each class of certificates with a higher
                              priority. See "Description of the Certificates--
                              Payments on Contracts; Distributions on
                              Certificates" and "--Distributions."

A. Interest on the Class A,
  Class M and Class B-1
  Certificates..............  On each remittance date, interest will be payable
                              first to each class of Class A certificates
                              concurrently, then to the Class M-1 certificates,
                              then to the Class M-2 certificates, and then to
                              the Class B-1 certificates up to the amount
                              available for distribution. See "Description of
                              the Certificates--Distributions" and "--Losses on
                              Liquidated Contracts" for a more detailed
                              description of the calculation of interest
                              payable on each class.

B. Principal on the Class
  A, Class M and Class B-1
  Certificates..............  The portion of the amount available applied to
                              the payment of principal on the Class A, Class M
                              and Class B-1 certificates will be based on the
                              scheduled amounts of principal due on each
                              outstanding contract, whether or not collected,
                              as well as prepayments and other amounts received
                              for principal, on the manufactured housing
                              contracts. Any principal payable will initially
                              be paid only on the Class A certificates. The
                              Class M and Class B Certificates will probably
                              receive no principal distributions before
                              November 2004.

                              The amount available to pay principal on the
                              Class A Certificates will be paid to the Class A-
                              1, Class A-2, Class A-3, Class A-4, Class A-5,
                              Class A-6 and Class A-7 certificates in
                              sequential order until each class is retired.

                                      S-6
<PAGE>


                              Beginning with the remittance date occurring in
                              November 2004, assuming delinquencies, defaults
                              and losses on the manufactured housing contracts
                              remain below levels specified in the pooling and
                              servicing agreement, the Class M and Class B-1
                              certificates will be entitled to receive a
                              portion of the principal to be paid on each
                              remittance date. See "Description of the
                              Certificates--Distributions."

C. Class B-2 Interest.......  The remaining amount available will be used to
                              pay interest due on the Class B-2 Certificates.
                              See "Description of the Certificates--
                              Distributions" and "--Losses on Liquidated
                              Contracts."

D. Class B-2 Principal......  In general, principal will not be payable on the
                              Class B-2 certificates until the Class B-1
                              certificates have been retired. After that has
                              occurred, and assuming that delinquencies,
                              defaults and losses on the manufactured housing
                              contracts remain below the levels specified in
                              the pooling and servicing agreement, the Class B-
                              2 certificates will be entitled to receive a
                              portion of the principal to be paid on each
                              remittance date. See "Description of the
                              Certificates--Distributions" and "--Losses on
                              Liquidated Contracts."

Overcollateralization.......  On the closing date, the sum of the aggregate
                              principal balance of the contracts as of the cut-
                              off date and the original pre-funded amount will
                              exceed the aggregate original principal balances
                              of the certificates by approximately $7,500,000,
                              or approximately 1.00% of the aggregate cut-off
                              date principal balance of the contracts included
                              in the trust as of the closing date plus the
                              original pre-funded amount. Beginning on the
                              first remittance date, the certificateholders
                              will also receive an additional distribution in
                              respect of principal, to the extent there is any
                              amount available remaining after payment of all
                              interest and principal on the certificates and
                              the monthly servicing fee to the servicer for
                              that remittance date, until the remittance date
                              on which a total of $7,500,000 has been paid as
                              additional principal. These additional principal
                              distributions will be paid on the various classes
                              of certificates in the manner described under
                              "Description of the Certificates--Distributions."

                                      S-7
<PAGE>


Capitalized Interest          Because the trust may not acquire some of the
 Account ...................  contracts until after the closing date, the trust
                              may not have sufficient interest collections from
                              contracts to pay all the interest due on the
                              certificates on the first and second remittance
                              dates. A capitalized interest account will fund
                              interest payments on the certificates on the
                              remittance dates in November and December 2000 if
                              collections on the manufactured housing contracts
                              are insufficient.

Purchase Option; Auction
 Sale; Additional Principal
 Distributions..............
                              Beginning on the remittance date when the
                              scheduled principal balance of the contracts is
                              less than or equal to 20% of the cut-off date
                              principal balance of the contracts, the holder of
                              the Class C Subsidiary certificate will have the
                              right to purchase all of the outstanding
                              contracts, at a price sufficient to pay the
                              aggregate unpaid principal balance of the
                              certificates plus all accrued and unpaid
                              interest.

                              If the holder of the Class C Subsidiary
                              certificate does not exercise this purchase
                              option, then on the next remittance date the
                              trustee will begin an auction process to sell the
                              contracts and the other trust assets, but the
                              trustee cannot sell the trust assets and
                              liquidate the trust unless the proceeds of that
                              sale are sufficient to pay the aggregate unpaid
                              principal balance of the certificates and all
                              accrued and unpaid interest thereon. If the first
                              auction of the trust property is not successful
                              because the highest bid received was too low,
                              then the trustee will conduct an auction of the
                              contracts every third month thereafter, unless
                              and until an acceptable bid is received for the
                              trust property.

                              If the first auction of the trust property is not
                              successful because the highest bid received was
                              too low, then on each remittance date thereafter
                              the Class M-1,
                              Class M-2, Class B-1, and Class B-2 certificates
                              will be entitled to receive, pro rata based on
                              the then outstanding principal balance of those
                              classes of certificates, an additional principal
                              distribution amount equal to the remaining amount
                              available after paying all interest and principal
                              then due on the certificates and

                                      S-8
<PAGE>

                              payment of the monthly servicing fee. See
                              "Description of the Certificates--Purchase
                              Option; Auction Sale; Additional Principal
                              Distributions."

The Contract Pool...........  The trust will own a pool of fixed rate
                              manufactured housing installment sale contracts
                              and installment loan agreements. This prospectus
                              supplement provides information regarding only a
                              portion of the contracts to be included in the
                              pool on the closing date. These initial contracts
                              represent about 48.53% of the total pool. We will
                              transfer additional contracts to the trust on the
                              closing date. If the aggregate principal balance
                              of these initial contracts and additional
                              contracts is less than $750,000,000, we may
                              transfer subsequent contracts representing that
                              difference to the trust no later than December
                              31, 2000.

Initial Contracts...........  With respect to the initial contracts, as of the
                              cut-off date:

                                -  All are conventional and none are FHA-
                                   insured or VA-guaranteed;

                                -  the obligors live in 48 states;

                                -  the contract rates range from 6.250% to
                                   20.500%, with a weighted average of 11.921%;

                                -  the weighted average term to scheduled
                                   maturity, as of their dates of origination,
                                   is 329 months;

                                -  the weighted average term to scheduled
                                   maturity as of the cut-off date is 328
                                   months; and

                                -  the latest scheduled maturity date is in May
                                   2031.

                              See "The Contract Pool" in this prospectus
                              supplement, which includes the permissible
                              characteristics of the other contracts that
                              Conseco Finance will transfer to Conseco
                              Securitizations and Conseco Securitizations will
                              then transfer to the trust on the closing date or
                              later.

Pre-Funding Account.........  If the aggregate principal balance of the
                              contracts Conseco Securitizations transfers to
                              the trust on the closing date is less than
                              $750,000,000, we will deposit the difference in
                              the pre-funding account, and those funds

                                      S-9
<PAGE>

                              will be used to purchase contracts from time to
                              time until December 31, 2000. If those funds are
                              not completely used by December 31, 2000, any
                              remaining funds will be distributed as principal
                              on the Class A certificates sequentially,
                              beginning with the Class A-1 certificates. See
                              "Risk Factors--Conseco Finance may not be able to
                              originate and deliver all of the subsequent
                              contracts."

Tax Status..................  In the opinion of our counsel, for federal income
                              tax purposes the trust will consist of two
                              segregated asset pools--the Master REMIC and the
                              Subsidiary REMIC--and each will be treated as a
                              separate REMIC as described in the Internal
                              Revenue Code. The Class A certificates, the Class
                              M certificates and the Class B certificates will
                              constitute regular interests in the Master REMIC
                              and generally will be treated as debt instruments
                              of the trust for federal income tax purposes. As
                              a holder of certificates, you will be required to
                              include as income interest on your certificates,
                              under the accrual method of accounting, even if
                              you usually use the cash method of accounting.
                              See "Federal Income Tax Consequences" in this
                              prospectus supplement and in the prospectus.

ERISA Considerations........  Subject to the conditions described under "ERISA
                              Considerations," employee benefit plans that are
                              subject to the Employee Retirement Income
                              Security Act of 1974 and qualified retirement
                              plans and tax-favored plans subject to Internal
                              Revenue Code Section 4975 may purchase the Class
                              A certificates. These employee benefit plans may
                              not purchase any other class of certificates,
                              unless they satisfy the conditions described
                              under "ERISA Considerations" in this prospectus
                              supplement and in the prospectus.

Legal Investment
 Considerations.............  The Class A certificates and the Class M-1
                              certificates will not constitute mortgage related
                              securities for purposes of the Secondary Mortgage
                              Market Enhancement Act until the amount in the
                              pre-funding account is reduced to zero. Then, the
                              Class A certificates and Class M-1 certificates
                              will be legal investments for some types of
                              institutional investors as

                                      S-10
<PAGE>

                              provided in SMMEA. The Class M-2 certificates and
                              the Class B certificates will not constitute
                              mortgage related securities for purposes of SMMEA
                              because they will not be rated in one of the two
                              highest ratings categories by S&P, Moody's or
                              Fitch. This means that many institutions that
                              have the legal authority to invest in mortgage
                              related securities may not be legally authorized
                              to invest in the Class M-2 or Class B
                              certificates. You should consult with your own
                              legal advisor to decide whether you may legally
                              invest in the certificates.

Reports to Holders of the
 Certificates...............  Conseco Finance will provide to the holders of
                              the certificates monthly and annual reports about
                              the certificates and the trust. See "Description
                              of the Certificates--Reports to
                              Certificateholders."

                                      S-11
<PAGE>

                                  RISK FACTORS

    You should consider the following risk factors in deciding whether to
purchase the certificates.

Conseco Finance may not be able to originate and deliver all of the subsequent
contracts.

    This prospectus supplement describes the pool of initial contracts, which
have a principal balance as of the cut-off date of approximately $363,950,052.
Conseco Finance will transfer additional contracts to Conseco Securitizations,
which will then transfer them to the trust, on the closing date. If the total
amount of contracts delivered to the trust on the closing date is less than
$750,000,000, the amount of that difference will be deposited in the pre-
funding account and Conseco Finance will be obligated to deliver subsequent
contracts with a principal balance equal to that amount, and meeting the
criteria specified in the pooling and servicing agreement, on or before
December 31, 2000. We cannot assure you that Conseco Finance will be able to
originate enough subsequent contracts. See "Conseco Finance Corp.--Recent
Developments." Any funds remaining in the pre-funding account on December 31,
2000 will be distributed as principal on the Class A certificates sequentially,
beginning with the Class A-1 certificates.

The more subordinate classes of certificates have a greater risk of loss from
delinquency and defaults on the manufactured housing contracts.

    Delinquencies and defaults on the manufactured housing contracts will
result in a smaller amount of cash available for distribution on a remittance
date. Because the available cash is distributed in a specified order of
priority, there is a risk that certificates that are lower in that order of
priority may not receive some or even any of the amount due to them on that
remittance date. In addition, there is a risk that a high rate of defaults and
losses on the manufactured housing contracts could eliminate the
overcollateralization and result in the outstanding principal balance of the
manufactured housing contracts being lower than the outstanding principal
balance of the certificates. A discrepancy like this would result in a
liquidation loss, which would be imposed first on the Class B-2 certificates
until their principal balance was reduced to zero, then on the Class B-1
certificates until their principal balance was reduced to zero, and so on in
increasing order of seniority.

The more senior classes of certificates have limited protection from
delinquencies and defaults.

    The only protection against delinquencies and liquidation losses for the
more senior classes of certificates is the subordination of the more
subordinate classes and the overcollateralization amount. For example, if there
are high delinquencies or liquidation losses on the contracts, the Class B-1
certificates would lose the protection against losses afforded by the
subordination of the Class B-2 certificates, Class B-3I certificates, Class C
certificates and the overcollateralization amount, and investors in the Class
B-1 certificates might suffer a loss on their investment. Even higher
delinquencies or liquidation losses on the contracts would eliminate the
protection the Class M-2 certificates have from the

                                      S-12
<PAGE>

subordination of the Class B-1 certificates, and so on for the Class M-1
certificates and then the Class A certificates. For more information, see
"Description of the Certificates--Subordination of Class M Certificates, Class
B Certificates, Class B-3I Certificates and Class C Certificates."

Downturns in regional or local economic conditions historically have caused
increased delinquency, defaults and losses on manufactured housing contracts.

    An economic downturn in any region where a number of the obligors on the
contracts are located might cause higher delinquencies, defaults and losses on
the contracts. If delinquencies, defaults or losses on the contracts are higher
than expected, you could suffer a loss on your investment.

Due to depreciation, the market value of the manufactured homes securing the
underlying contracts may decline faster than the outstanding principal balance
of the obligors' loans, which would increase the rate of defaults and the
severity of the losses.

    The market value of a manufactured home may decline faster than the
outstanding principal balance of the loan for that home. If the value of the
manufactured homes securing the contracts declines faster than expected, then
defaults and losses on the contracts may rise. If the losses on the contracts
are not covered by the subordination of other classes of certificates, or by
the overcollateralization, you will bear all the risk of loss of default by
obligors and will need to look primarily to the value of the manufactured home
to recover the outstanding principal and unpaid interest on the defaulted
contract. For more complete information on Conseco Finance's loss experience in
manufactured housing contracts, see "Conseco Finance Corp.--Delinquency, Loan
Loss and Repossession Experience."

The certificates are not an obligation of Conseco Finance Corp. and they are
not insured.

    Except for Conseco Finance's obligation to repurchase manufactured housing
contracts for a breach of representations and warranties, the certificates will
not represent an interest in or obligation of Conseco Finance or Conseco
Securitizations. The certificates are not insured or guaranteed by the
government, any underwriter or its affiliates, the servicer or any other party.

The timing of distributions of principal to the Class M and Class B
certificates is uncertain.

    The Class M and Class B certificates will not receive distributions of
principal until selected distribution tests are satisfied, and those
distributions of principal will stop if those tests are not met later. Those
tests depend on the rate of prepayments on the manufactured housing contracts
and on the level of delinquencies, defaults and losses of those contracts. We
cannot predict when the tests for distributions of principal on the Class M and
Class B certificates will be satisfied, or when principal will be paid on the
Class M or Class B certificates. For more information, see "Yield and
Prepayment Considerations" in this prospectus supplement and "Maturity and
Prepayment Considerations" in the prospectus.

                                      S-13
<PAGE>

The contracts may be prepaid before their scheduled maturity.

    There is a risk that the contracts may be prepaid in full or in part at any
time before their scheduled maturity due to various factors, such as:

    .   homeowner mobility,

    .   general and regional economic conditions,

    .   prevailing interest rates, and

    .natural disasters.

    The prepayment experience on manufactured housing contracts varies greatly
and may affect the average life of the certificates. If a contract is prepaid
in full, the interest on the contract will accrue only to the date of
prepayment. If you purchase a certificate at a discount, then slower than
expected prepayments on the contracts will reduce the yield on your
certificate. If you purchase a certificate at a premium, then faster than
expected prepayments on the contracts will reduce the yield on your
certificate. You must not assume that the contracts will prepay at any
particular rate, or at a constant rate. For more information on prepayment on
the contracts, see "Yield and Prepayment Considerations" in this prospectus
supplement and "Maturity and Prepayment Considerations" in the prospectus.

Some contracts may not be enforceable.

  .   The security interest in the manufactured home may not be perfected.

    Every manufactured home contract will be secured by a security interest in
either (1) the manufactured home or (2) if it is a land-and-home contract, the
mortgage or deed of trust on the real estate where the manufactured home is
permanently affixed. Several federal and state laws, including the Uniform
Commercial Code as adopted in each state, govern the perfection of security
interests in the manufactured homes and the enforcement of rights to realize
upon the value of the manufactured homes as collateral for the contracts. In
most states, certificate of title statutes, although generally not state real
estate laws, also govern the perfection of security interests and the
enforcement of these rights. The steps required to perfect a security interest
in a manufactured home vary from state to state. Conseco Finance will represent
and warrant that each contract is secured by a perfected security interest in
the manufactured home, and Conseco Finance must repurchase the contract if
there is a breach of this representation and warranty. Nevertheless, if Conseco
Finance fails to perfect its security interest in the manufactured homes
securing a number of contracts, it could cause an increase in losses on the
contracts, and you could suffer a loss on your investment as a result.

  .   The security interest in the manufactured home may not have been
      assigned to the trustee.

    Due to the expense and administrative inconvenience, Conseco Finance will
not amend a certificate of title to a manufactured home to name the trustee as
the lienholder, note the

                                      S-14
<PAGE>

trustee's interest on the certificate of title, or deliver the certificate of
title to the trustee. As a result, in some states the assignment of the
security interest in the manufactured home to the trustee may not be effective
against Conseco Finance's creditors or a trustee in the event Conseco Finance
enters bankruptcy, or the security interest may not be perfected. Conseco
Finance also will not record the assignment to the trustee of the mortgage or
deed of trust securing land-and-home contracts because of the expense and
administrative inconvenience involved. As a result, in some states the
assignment of the mortgage or deed of trust to the trustee may not be effective
against Conseco Finance's creditors or bankruptcy trustee. If Conseco Finance
is no longer the servicer and the trustee or a successor servicer is unable to
enforce the security interest in the manufactured home following a default on a
contract, losses on the contracts would increase and you could suffer a loss on
your investment as a result.

  .   Noncompliance with consumer protection laws can make a contract partly
      unenforceable.

    Numerous federal and state consumer protection laws impose requirements on
lenders under installment sales contracts and installment loan agreements such
as the manufactured home contracts. If the lender or seller of goods does not
comply with these requirements, the assignees may be liable for amounts due
under the contracts and the obligor may have the right of set-off against
claims the assignees bring. These laws would apply to the trust as assignee of
the manufactured housing contracts. Conseco Finance has been involved in
litigation, including class actions, brought under consumer or debtor
protection laws. Conseco Finance will represent and warrant that each contract
complies with applicable federal and state consumer protection laws, and
Conseco Finance must repurchase the contract if there is a breach of this
representation and warranty. Nevertheless, if Conseco Finance fails to comply
with these laws, it could cause an increase in defaults and losses on the
contracts, and you could suffer a loss on your investment as a result.

Bankruptcy proceedings could cause delays or reductions in distributions to
holders of certificates.

    We intend that each transfer of contracts by Conseco Finance to Conseco
Securitizations constitute a sale, rather than a pledge of the contracts to
secure indebtedness. However, if Conseco Finance were to become a debtor under
the federal bankruptcy code, it is possible that its creditors, a bankruptcy
trustee, or Conseco Finance as debtor-in-possession, may argue that its
transfer of the contracts was a pledge rather than a sale. Conseco Finance's
trustee in bankruptcy also might argue that the assets and liabilities of
Conseco Securitizations should be consolidated with those of Conseco Finance.
If either of these arguments were presented to or accepted by a court, it could
result in a delay in or reduction of distributions to the holders of the
certificates.

The certificates may have limited liquidity.

    There is a risk that a secondary market will not develop for the
certificates. There are also risks that if a secondary market does develop:

    .   it may not provide you with liquidity of investment; or

                                      S-15
<PAGE>

    .   it may not continue for the term of any class of certificates.

This prospectus supplement describes only a portion of the contracts, and
additional contracts added to the trust on and after closing could have
different characteristics.

    The additional contracts and subsequent contracts that we deliver on and
after the closing date will have characteristics that differ somewhat from the
initial contracts described in this prospectus supplement. However, each of the
additional contracts and subsequent contracts must satisfy the eligibility
criteria described under "Description of the Certificates--Conveyance of
Contracts" and "--Conveyance of Subsequent Contracts and Pre-Funding Account."
Conseco Finance will file current reports on Form 8-K following the purchase of
additional contracts by the trust and following the termination of the pre-
funding period. The 8-K filings will include the same type of information
regarding the additional contracts and subsequent contracts that is included in
this prospectus supplement with respect to the initial contracts.


                                      S-16
<PAGE>

    We have defined terms in the "Glossary" section at the back of the
prospectus.

                          STRUCTURE OF THE TRANSACTION

    The Series 2000-5 certificates will represent interests in a trust
consisting of a pool of manufactured housing installment sale contracts and
installment loan agreements and related property conveyed by Conseco Finance to
Conseco Securitizations pursuant to a transfer agreement between Conseco
Finance and Conseco Securitizations. Conseco Securitizations will then
establish the trust and transfer the contracts and related rights to the trust
under a pooling and servicing agreement among Conseco Securitizations, as
seller, Conseco Finance, as servicer and originator, and U.S. Bank National
Association, as trustee. The property of the trust will consist of:

    (1) the manufactured housing contracts, including the security interest
        in the manufactured home;

    (2) Conseco Finance's rights under the hazard insurance policies on each
        manufactured home;

    (3) all funds in the accounts we describe in this prospectus supplement;
        and

    (4) all proceeds of the items in (1) through (3) above.

Conseco Finance will service the contracts for the trust. U.S. Bank Trust
National Association will act as custodian to hold the documents relating to
all land-and-home contracts, meaning those contracts that are primarily secured
by a lien on real estate, including the manufactured home that is considered
permanently affixed to the real estate. Conseco Finance, as servicer, will hold
all the other contracts on behalf of the trustee.

    Payments by obligors on the contracts will be deposited in a separate
account maintained in the name of the trustee within one business day after
receipt. Funds in this certificate account will be applied on each remittance
date to make the distributions to certificateholders described under
"Description of the Certificates--Distributions" and to pay our monthly fees as
compensation for servicing the contracts.

    Terms used and not otherwise defined in this prospectus supplement have the
meanings given to those terms in the prospectus.

                               THE CONTRACT POOL

    This prospectus supplement contains information regarding a portion of the
contracts to be included in the pool as of the closing date. These initial
contracts consist of manufactured housing installment sale contracts and
installment loan agreements originated through  September 7, 2000. Conseco
Finance will transfer additional manufactured housing contracts to Conseco
Securitizations and Conseco Securitizations will transfer them to the trust on
the closing date and, if necessary, Conseco Finance will transfer other
subsequent

                                      S-17
<PAGE>

manufactured housing contracts to Conseco Securitizations and Conseco
Securitizations will transfer them to the trust from time to time after the
closing date until December 31, 2000. Although these additional contracts and
subsequent contracts will have characteristics that differ somewhat from the
initial contracts we describe in this prospectus supplement, Conseco Finance
does not expect that their characteristics will vary materially from the
initial contracts, except that it is likely the proportion of contracts by
principal balance that are land-and-home contracts will decline. The subsequent
contracts, if any, will represent no more than 25% of the aggregate contract
pool. In addition, all additional contracts and subsequent contracts must
conform to the representations and warranties in the pooling and servicing
agreement. We will file reports on Form 8-K with the SEC to disclose
information about all of the contracts transferred to the trust. We will file
these reports within 15 days of the closing date and the last date on which
subsequent contracts are purchased. See "Description of the Certificates--
Conveyance of Subsequent Contracts and Pre-Funding Account."

    The trust is entitled to all payments due or made on each contract after
the cut-off date for that contract. The cut-off date for the initial contracts
is August 31, 2000 and the cut-off date for the additional contracts is
September 30, 2000. Conseco Securitizations will specify the cut-off date for
any subsequent contract as either the last day of the calendar month in which
the contract is transferred to the trust, or the last day of the preceding
calendar month.

    Conseco Finance expects that the contracts will have an aggregate principal
balance as of the date of their transfer to the trust of approximately
$750,000,000. The initial contracts have an aggregate principal balance as of
their cut-off date of $363,950,052.05, or approximately 48.53% of the contract
pool. All of the contracts will have been originated by a manufactured housing
dealer and purchased by Conseco Finance from the dealer, or will have been
originated by Conseco Finance directly. The contracts will have been originated
or acquired by Conseco Finance in the ordinary course of business.

    Manufactured housing installment sale contracts and manufactured housing
installment loan agreements are referred to in this prospectus supplement as
manufactured housing contracts or contracts. Each contract will be secured by a
manufactured home or, in the case of a land-and-home contract, will be secured
by a lien on real estate to which the manufactured home is deemed permanently
affixed. As of the cut-off date, a total of $132,042,000.35, or 36.28% by
aggregate principal amount of the initial contracts, were land-and-home
contracts.

    Each contract will bear a fixed rate of interest. Most of the contracts,
other than step-up rate contracts, provide for level payments over the entire
term of the contract. Of the initial contracts, a total of $8,756,755.93, or
2.41% by aggregate principal amount, are step-up rate contracts. The contract
rate of a step-up rate contract steps up on a particular date from its initial
contract rate. A total of 147 step-up rate contracts, or 2.39% of the initial
contracts by aggregate principal amount, provide for two increases in the
contract rate from the initial contract rate and the remaining two single step-
up rate contracts provide for a single increase in the contract rate. All of
the initial contracts that are step-up rate contracts are still bearing
interest at their initial contract rate. We refer to the period during which
these contracts bear interest at their initial contract rate as the low rate
period. During the low rate period, the

                                      S-18
<PAGE>

total amount and the principal portion of each scheduled payment is determined
on a basis that would cause the contract to be fully amortized over its term if
the contract were to bear interest during its entire term at its initial
contract rate and were to have level payments over its entire term. The total
amount and principal portion of each scheduled payment due after the end of the
applicable low rate period is determined on a basis that would cause the
contract, which would then be bearing interest at a stepped-up rate, to be
fully amortized over its remaining term on a level-payment basis. Of the
initial contracts, two step-up rate contracts provide for a single increase in
the contract rate in August 2001 or September 2001. The contract rate for these
step-up rate contracts will increase by 2.26% and 2.51% respectively. Of the
initial contracts, the low rate periods for those step-up rate contracts
providing for two increases in the contract rate will end no later than
September 2001, and the period with the interim applicable contract rate will
end in September 2002. The contract rates for these step-up rate contracts will
increase first by 1.25% and then by an additional 1.25%. The combined increases
in scheduled payments for all step-up rate contracts range from $25.57 to
$264.81 per month. Generally, the low rate period for each step-rate contract
is expected to end twelve months after the date on which such contract becomes
fully funded. The statistical information concerning the initial contracts
which is described below, to the extent it relates to the contract rates of the
step-up rate contracts, takes into account only their contract rates as of the
cut-off date.

    The initial contracts were originated between October 1988 and September
2000. Approximately 73.33% of the aggregate principal amount of the initial
contracts is attributable to loans to purchase manufactured homes which were
new and approximately 26.67% is attributable to loans to purchase manufactured
homes which were used at the time the related initial contract was originated.
Of the initial contracts, all are conventional contracts and none are FHA
insured or VA guaranteed. The contract rate on the initial contracts ranged
from 6.250% to 20.500% with a weighted average of approximately 11.921%. The
weighted average loan-to-value ratio of the initial contracts, calculated as
described under "Conseco Finance Corp.--Contract Origination" in the prospectus
and not including buydown points, was 88.01%. The initial contracts have
remaining maturities, as of the cut-off date, of at least 16 months but not
more than 360 months and original maturities of at least 24 months but not more
than 360 months, and a weighted average remaining term to scheduled maturity,
as of the cut-off date, of 328 months. The average remaining principal balance
per initial contract as of the cut-off date was $45,065.63 and the outstanding
principal balances of the initial contracts as of the cut-off date ranged from
$2,094.87 to $271,980.15. The obligors on the initial contracts are located in
48 states. The obligors on approximately 12.08% of the initial contracts by
remaining principal balance are located in Texas, 8.59% in North Carolina,
8.01% in Michigan and 5.44% in Alabama. No other state represented more than 5%
of the initial contracts.

                                      S-19
<PAGE>

    Due to rounding, the percentages in the following tables may not sum to
100%.

    The table below describes additional characteristics of the initial
contracts as of the cut-off date. The geographical distribution of the initial
contract obligors is based on the obligor's billing address.

             Geographical Distribution of Initial Contract Obligors

<TABLE>
<CAPTION>
                                                Aggregate
                                            Principal Balance % of Contract Pool
                               Number of       Outstanding      by Outstanding
                            Contracts as of    as of Cut-     Principal Balance
State                        Cut-off Date       off Date      as of Cut-off Date
-----                       --------------- ----------------- ------------------
<S>                         <C>             <C>               <C>
Alabama....................        549       $ 19,815,544.75          5.44%
Arizona....................        155          8,098,352.00          2.23
Arkansas...................        176          6,442,971.41          1.77
California.................        217         11,467,924.98          3.15
Colorado...................        170          7,929,010.78          2.18
Connecticut................          4            175,142.50          0.05
Delaware...................         35          1,376,137.25          0.38
Florida....................        307         15,109,215.78          4.15
Georgia....................        331         15,267,448.29          4.19
Idaho......................         25          1,178,552.47          0.32
Illinois...................         74          3,079,549.62          0.85
Indiana....................        254         11,174,995.71          3.07
Iowa.......................         50          2,142,289.64          0.59
Kansas.....................         78          3,016,462.93          0.83
Kentucky...................        210          9,242,833.97          2.54
Louisiana..................        125          4,567,390.84          1.25
Maine......................         79          4,811,525.51          1.32
Maryland...................         26            980,279.11          0.27
Massachusetts..............          5            130,197.69          0.04
Michigan...................        563         29,160,035.65          8.01
Minnesota..................        198          6,370,691.42          1.75
Mississippi................        191          7,332,186.78          2.01
Missouri...................        221          7,552,684.17          2.08
Montana....................         47          1,640,640.89          0.45
Nebraska...................         24          1,273,188.71          0.35
Nevada.....................         45          2,147,548.30          0.59
New Hampshire..............         92          3,698,319.01          1.02
New Jersey.................          3             97,335.92          0.03
New Mexico.................        154          6,338,194.04          1.74
New York...................        103          6,051,586.04          1.66
North Carolina.............        655         31,269,950.98          8.59
North Dakota...............         18            650,057.34          0.18
Ohio.......................        233         11,719,271.32          3.22
Oklahoma...................        202          8,279,116.66          2.27
Oregon.....................         80          5,467,901.09          1.50
Pennsylvania...............        154          6,363,884.73          1.75
Rhode Island...............          1             24,745.35          0.01
South Carolina.............        362         15,657,739.28          4.30
South Dakota...............         30          1,201,619.72          0.33
Tennessee..................        254         10,562,807.51          2.90
Texas......................        959         43,980,838.43         12.08
Utah.......................         29          1,534,347.44          0.42
Vermont....................         44          2,773,146.35          0.76
Virginia...................        155          6,092,645.16          1.67
Washington.................        155         11,222,365.12          3.08
West Virginia..............        141          5,644,947.78          1.55
Wisconsin..................         52          2,006,344.52          0.55
Wyoming....................         41          1,830,087.11          0.50
                                 -----       ---------------        ------
  Total....................      8,076       $363,950,052.05        100.00%
                                 =====       ===============        ======
</TABLE>

                                      S-20
<PAGE>

                   Years of Origination of Initial Contracts

<TABLE>
<CAPTION>
                           Number of       Aggregate      % of Contract Pool by
                           Contracts   Principal Balance  Outstanding Principal
                             as of        Outstanding         Balance as of
Year of Origination       Cut-off Date as of Cut-off Date     Cut-off Date
-------------------       ------------ ------------------ ---------------------
<S>                       <C>          <C>                <C>
1988.....................        1      $      7,472.77               *%
1989.....................        1             7,109.67               *
1992.....................        1             2,240.27               *
1993.....................        2            56,180.68            0.02
1994.....................        4            41,546.99            0.01
1995.....................        2            31,961.51            0.01
1996.....................        1            22,468.99            0.01
1997.....................        4           119,095.67            0.03
1998.....................        4           242,530.24            0.07
1999.....................       32         2,570,733.88            0.71
2000.....................    8,024       360,848,711.38           99.15
                             -----      ---------------          ------
   Total.................    8,076      $363,950,052.05          100.00%
                             =====      ===============          ======
</TABLE>
--------
*  Indicates an amount greater than zero but less than .005% of the aggregate
   principal balance of the initial contracts as of the cut-off date.

    The initial contracts shown in the table above with earlier years of
origination represent contracts sold in prior securitizations and recently
repurchased by Conseco Finance pursuant to a "clean-up call" or represent
contracts which Conseco Finance originated and subsequently refinanced. Conseco
Finance retains the first origination dates on its records for these refinanced
contracts.

                                      S-21
<PAGE>

               Distribution of Original Initial Contract Amounts

<TABLE>
<CAPTION>
                              Number of       Aggregate      % of Contract Pool by
                              Contracts   Principal Balance  Outstanding Principal
  Oiginal Contractr             as of        Outstanding         Balance as of
 Amunt (in Dollars)o         Cut-off Date as of Cut-off Date     Cut-off Date
-------------------          ------------ ------------------ ---------------------
   <S>                       <C>          <C>                <C>
   Less than $10,000........      199      $  1,593,030.48            0.44%
   Between $10,000 and
    $19,999.................      914        14,121,395.54            3.88
   Between $20,000 and
    $29,999.................    1,500        38,181,028.75           10.49
   Between $30,000 and
    $39,999.................    1,647        57,249,596.55           15.73
   Between $40,000 and
    $49,999.................    1,068        47,768,599.85           13.13
   Between $50,000 and
    $59,999.................      883        48,452,224.49           13.31
   Between $60,000 and
    $69,999.................      610        39,345,533.48           10.81
   Between $70,000 and
    $79,999.................      410        30,615,942.58            8.41
   Between $80,000 and
    $89,999.................      289        24,497,060.39            6.73
   Between $90,000 and
    $99,999.................      198        18,819,016.06            5.17
   Between $100,000 and
    $109,999................      124        12,980,766.30            3.57
   Between $110,000 and
    $119,999................       92        10,559,712.58            2.90
   Between $120,000 and
    $129,999................       56         6,978,480.25            1.92
   Between $130,000 and
    $139,999................       42         5,654,450.13            1.55
   Between $140,000 and
    $149,999................       19         2,730,671.99            0.75
   Between $150,000 and
    $159,999................       10         1,547,007.60            0.43
   Between $160,000 and
    $169,999................        3           492,893.36            0.14
   Between $170,000 and
    $179,999................        3           538,348.88            0.15
   Between $180,000 and
    $189,999................        4           744,672.84            0.20
   Between $190,000 and
    $199,999................        2           376,613.01            0.10
   Between $210,000 and
    $219,999................        2           431,026.79            0.12
   Between $270,000 and
    $279,999................        1           271,980.15            0.07
                                -----      ---------------          ------
      Total.................    8,076      $363,950,052.05          100.00%
                                =====      ===============          ======
</TABLE>

    The largest original initial contract amount is $271,980.15, which
represents 0.07% of the aggregate principal balance of the initial contracts as
of the cut-off date.

                                      S-22
<PAGE>

       Distribution of Original Loan-to-Value Ratios of Initial Contracts

    The method of calculating loan-to-value ratios is described in the
prospectus.

<TABLE>
<CAPTION>
                                             Aggregate Principal   % of Contract Pool by
                         Number of Contracts Balance Outstanding   Outstanding Principal
Loan-to-Value Ratio      as of Cut-off Date  as of Cut-off Date  Balance as of Cut-off Date
-------------------      ------------------- ------------------- --------------------------
<S>                      <C>                 <C>                 <C>
 0.01% to  5.00%........            3          $    158,203.35               0.04%
 5.01% to 10.00%........            1                 5,000.00                  *
10.01% to 15.00%........            5               248,187.91               0.07
15.01% to 20.00%........            8               352,125.98               0.10
20.01% to 25.00%........            7               292,836.31               0.08
25.01% to 30.00%........           19               547,800.17               0.15
30.01% to 35.00%........           11               308,585.63               0.08
35.01% to 40.00%........           18               472,120.70               0.13
40.01% to 45.00%........           28               793,131.68               0.22
45.01% to 50.00%........           47             1,425,387.99               0.39
50.01% to 55.00%........           70             3,149,322.91               0.87
55.01% to 60.00%........           68             2,889,986.43               0.79
60.01% to 65.00%........           88             3,622,740.11               1.00
65.01% to 70.00%........          150             7,475,863.06               2.05
70.01% to 75.00%........          211            10,335,406.16               2.84
75.01% to 80.00%........          702            30,732,203.70               8.44
80.01% to 85.00%........          512            25,788,553.86               7.09
85.01% to 90.00%........        2,528           118,826,833.57              32.65
90.01% to 95.00%........        2,784           124,402,030.45              34.18
95.01% to 100.00%.......          816            32,123,732.08               8.83
                                -----          ---------------             ------
   Total................        8,076          $363,950,052.05             100.00%
                                =====          ===============             ======
</TABLE>
--------
*  Indicates an amount greater than zero but less than .005% of the aggregate
   principal balance of the initial contracts as of the cut-off date.

                                      S-23
<PAGE>

                             Initial Contract Rates

<TABLE>
<CAPTION>
                                             Aggregate Principal   % of Contract Pool by
Range of Contracts by    Number of Contracts Balance Outstanding   Outstanding Principal
Contract Rate            as of Cut-off Date  as of Cut-off Date  Balance as of Cut-off Date
---------------------    ------------------- ------------------- --------------------------
<S>                      <C>                 <C>                 <C>
6.000% to 6.999%........            2          $    218,979.00               0.06%
7.000% to 7.999%........           36             3,259,898.22               0.90
8.000% to 8.999%........          488            42,502,890.20              11.68
9.000% to 9.999%........          573            46,661,989.36              12.82
10.000% to 10.999%......          555            37,140,312.31              10.20
11.000% to 11.999%......        1,080            56,717,608.74              15.58
12.000% to 12.999%......        1,366            58,912,364.22              16.19
13.000% to 13.999%......        1,296            42,268,169.80              11.61
14.000% to 14.999%......          914            29,337,773.83               8.06
15.000% to 15.999%......          620            16,583,248.99               4.56
16.000% to 16.999%......          403            12,243,035.02               3.36
17.000% to 17.999%......          470            11,768,538.50               3.23
18.000% to 18.999%......          240             5,696,691.97               1.57
19.000% to 19.999%......           32               627,067.89               0.17
20.000% to 20.999%......            1                11,484.00                  *
                                -----          ---------------             ------
   Total................        8,076          $363,950,052.05             100.00%
                                =====          ===============             ======
</TABLE>
--------
*  Indicates an amount greater than zero but less than .005% of the aggregate
   principal balance of the initial contracts as of the cut-off date.

               Remaining Months to Maturity of Initial Contracts

<TABLE>
<CAPTION>
                                             Aggregate Principal   % of Contract Pool by
Months Remaining         Number of Contracts Balance Outstanding   Outstanding Principal
As of Cut-off Date       as of Cut-off Date  as of Cut-off Date  Balance as of Cut-off Date
------------------       ------------------- ------------------- --------------------------
<S>                      <C>                 <C>                 <C>
Less than 31............            5          $     21,498.27               0.01%
31 to 60................          107             1,097,600.61               0.30
61 to 90................           99             1,599,006.90               0.44
91 to 120...............          441             7,017,587.39               1.93
121 to 150..............           60             1,183,026.92               0.33
151 to 180..............          796            19,008,727.43               5.22
181 to 210..............            4                91,173.54               0.03
211 to 240..............        1,066            32,490,832.75               8.93
241 to 270..............            2                49,645.29               0.01
271 to 300..............          694            23,212,428.09               6.38
301 to 330..............            2                75,766.55               0.02
331 to 360..............        4,800           278,102,758.31              76.41
                                -----          ---------------             ------
   Total................        8,076          $363,950,052.05             100.00%
                                =====          ===============             ======
</TABLE>

                                      S-24
<PAGE>

                             CONSECO FINANCE CORP.

    The following information supplements, and if inconsistent supersedes, the
information in the prospectus under the heading "Conseco Finance Corp."

Delinquency, Loan Loss and Repossession Experience

    The following table shows the delinquency experience for the periods
indicated of the portfolio of conventional manufactured housing contracts
serviced by Conseco Finance, other than contracts already in repossession.
Conseco Finance has from time to time subserviced manufactured housing
contracts originated by other lenders. These subserviced contracts are not
reflected in the following table. The information for December 31, 1996 and
later does not include as delinquent those manufactured housing contracts whose
obligors have entered bankruptcy proceedings and had their scheduled payment
changed under a bankruptcy payment plan, provided that these obligors are
current under their bankruptcy payment plan.

                             Delinquency Experience

<TABLE>
<CAPTION>
                                     At December 31,                     At
                         -------------------------------------------  June 30,
                          1995     1996     1997     1998     1999      2000
                         -------  -------  -------  -------  -------  --------
<S>                      <C>      <C>      <C>      <C>      <C>      <C>
Number of Contracts
 Outstanding(1)......... 416,436  503,076  584,814  650,867  709,666  731,690
Number of Contracts
 Delinquent(2):
  30-59 Days............   4,404    6,475    6,567    8,103   10,918   10,961
  60-89 Days............   1,571    2,121    2,382    3,151    4,053    4,701
  90 Days or More.......   2,426    3,668    4,016    5,146    6,382    7,192
Total Contracts
 Delinquent.............   8,401   12,264   12,965   16,400   21,353   22,854
Delinquencies as a
 Percent of Contracts
 Outstanding(3).........    2.02%    2.44%    2.22%    2.52%    3.01%    3.12%
</TABLE>
--------
(1) Excludes contracts already in repossession.
(2) The period of delinquency for the number of contracts delinquent is based
    on the number of days payments are contractually past due, assuming 30-day
    months. Consequently, a contract due on the first day of a month is not 30
    days delinquent until the first day of the next month.
(3) By number of contracts.

    The following table shows information regarding the loan loss and
repossession experience for the periods indicated of the portfolio of
conventional manufactured housing contracts Conseco Finance serviced. Conseco
Finance has from time to time subserviced manufactured housing contracts
originated by other lenders. These subserviced contracts are not reflected in
the following table.


                                      S-25
<PAGE>

                       Loan Loss/Repossession Experience
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                               At December 31,
                         ---------------------------------------------------------------  At June 30,
                            1995         1996         1997         1998         1999         2000
                         -----------  -----------  -----------  -----------  -----------  -----------
<S>                      <C>          <C>          <C>          <C>          <C>          <C>
Number of Contracts
 Serviced (1)...........     419,090      507,539      590,327      656,774      716,910      738,384
Principal Balance of
 Contracts
 Serviced (1)........... $10,182,676  $13,553,080  $17,038,136  $20,330,064  $23,711,506  $25,024,196
Contract
 Liquidations (2).......        1.45%        2.01%        2.72%        2.58%        2.78%        1.55%
Net Losses:
Dollars (3)............. $    55,162  $    98,632  $   180,699  $   216,108  $   274,207  $   171,265
Percentage (4)..........         .54%         .73%        1.06%        1.06%        1.16%        0.68%
</TABLE>
--------
(1) As of period end. Includes contracts already in repossession.
(2) As a percentage of the total number of contracts being serviced as of
    period end.
(3) The calculation of net loss includes unpaid interest to the date of
    repossession and all expenses of repossession and liquidation.
(4) As a percentage of the principal balance of contracts being serviced as of
    period end.

    The data presented in the tables above are for illustrative purposes only
and there is no assurance that the delinquency, loan loss or repossession
experience of the contracts owned by the trust will be similar to that shown
above. The delinquency, loan loss and repossession experience of manufactured
housing contracts historically has been sharply affected by a downturn in
regional or local economic conditions. These regional or local economic
conditions are often volatile, and we cannot predict future economic conditions
in any particular area. These downturns have tended to increase the severity of
loss on repossession because of the increased supply of used units, which in
turn may affect the supply in other regions. In order to achieve geographic
diversity and to limit the effect of regional and local economic conditions on
the contract pool, contracts with obligors located in any one state generally
will not exceed 10% of the cut-off date pool principal balance. Of the initial
contracts, 12.08% by outstanding principal balance as of the cut-off date were
with obligors in Texas. It is possible that other states will also exceed 10%
after the transfer of all the additional and subsequent contracts.

                                      S-26
<PAGE>

Recent Developments

    In recent months, rating agencies lowered their ratings of the debt
obligations of Conseco Finance and placed some ratings of Conseco Finance's
debt obligations on review as the rating agencies analyze the impact of
developing events. The uncertainty surrounding the ultimate outcome of Conseco,
Inc.'s efforts to sell Conseco Finance, which Conseco, Inc. announced in March
2000, made it more difficult for Conseco Finance to complete new public
securitization transactions.

    On July 27, 2000, Conseco, Inc. announced a restructuring program for
Conseco Finance that includes selling or running off five of Conseco Finance's
business units. Conseco Finance's manufactured housing division is not one of
these five units, but Conseco Finance does plan to streamline operations in its
manufactured housing division by, among other actions, reducing the number of
field offices from 48 to 33.

    On August 8, 2000, Moody's reduced the rating of the long-term senior
unsecured debt obligations of Conseco Finance to B1 from Ba3. We cannot assure
you that further downgrades will not occur.

    Conseco Finance has been served with various lawsuits in the United States
District Court for the District of Minnesota. These lawsuits were generally
filed as purported class actions on behalf of persons or entities who purchased
common stock or options to purchase common stock of Conseco Finance during
alleged class periods that generally run from February 1995 to January 1998.
One of these lawsuits did not include class action claims. In addition to
Conseco Finance, some of Conseco Finance's current and former officers and
directors are named as defendants in one or more of the lawsuits. The lawsuits
have been consolidated into two complaints, one relating to an alleged class of
purchasers of Conseco Finance's common stock and the other relating to an
alleged class of traders in options for Conseco Finance's common stock. In
addition to these two complaints, a separate non-class action lawsuit
containing similar allegations was also filed. Plaintiffs in the lawsuits
assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of
1934. In each case, plaintiffs allege that Conseco Finance and the other
defendants violated federal securities laws by making false and misleading
statements about Conseco Finance's current state and Conseco Finance's future
prospects, particularly about prepayment assumptions and performance of some of
our loan portfolios, which allegedly rendered Conseco Finance's financial
statements false and misleading. Conseco Finance filed motions to dismiss these
lawsuits. On August 24, 1999, Conseco Finance's motions to dismiss were granted
with prejudice. The plaintiffs subsequently appealed the decision to the U.S.
Court of Appeals for the 8th Circuit, and the appeal is currently pending.
Conseco Finance believes that the lawsuits are without merit and intends to
defend the lawsuits vigorously. However, the ultimate outcome of these lawsuits
cannot be predicted with certainty.


                                      S-27
<PAGE>

                      YIELD AND PREPAYMENT CONSIDERATIONS

    The following information supplements, and if inconsistent supersedes, the
information in the prospectus under the heading "Yield Considerations."

    The contracts will have original terms to scheduled maturity ranging from
approximately 24 months to 360 months, but may be prepaid in full or in part at
any time. The prepayment experience of the contracts, including prepayments due
to liquidations of defaulted contracts, will affect the average life of the
certificates. Based on our experience with the portfolio of manufactured
housing contracts we service, we anticipate that a number of the contracts will
be prepaid before their maturity. A number of factors, including homeowner
mobility, general and regional economic conditions and prevailing interest
rates, may influence prepayments. Natural disasters may also influence
prepayments. In addition, repurchases of contracts due to breaches of
representations and warranties, including repurchases of staged-funding
contracts that have not been fully disbursed within 90 days, have the effect of
prepaying such contracts and therefore would affect the average life of the
certificates. Approximately 14.99% of the initial contracts by aggregate
principal balance as of the cut-off date were staged-funding contracts. The
prepayment experience on manufactured housing contracts varies greatly. Most of
the contracts contain a due-on-sale clause that would permit the servicer to
accelerate the maturity of a contract upon the sale of the related manufactured
home. In the case of those contracts that do contain due-on-sale clauses, we
will permit assumptions of those contracts if the purchaser of the related
manufactured home satisfies our then-current underwriting standards. See
"Maturity and Prepayment Considerations" in the prospectus.

    The allocation of distributions to the Class A certificateholders on each
remittance date on which the Class M-1 distribution test is not satisfied, on
each remittance date on which the Class M-2 distribution test is not satisfied,
or on each remittance date on which the Class B distribution test is not
satisfied, will have the effect of accelerating the amortization of the Class A
certificates from the amortization that would be applicable if the principal
were distributed pro rata according to the Class A principal balance, the Class
M-1 principal balance, the Class M-2 principal balance and the Class B
principal balance. If you purchase a Class A certificate at a discount and you
calculated your anticipated yield to maturity based on an assumed rate of
payment of principal on the Class A certificates that is faster than the rate
actually realized, your actual yield to maturity will be lower than the yield
you calculated. See "Description of the Certificates--Class A Principal."

    On any remittance date on which the Class M-1 distribution test, the Class
M-2 distribution test and the Class B distribution test are not satisfied, the
Class A certificateholders will receive 100% of the Formula Principal
Distribution Amount, as described under "Description of the Certificates--Class
A Principal," subject to the limit of the amount available for distribution.
The rate of principal payments on the Class M certificates and Class B
certificates and the aggregate amount of distributions on the Class M
certificates and Class B certificates will be affected by the rate of obligor
defaults resulting in delinquencies on the contracts and losses on liquidated
contracts, by the severity of those

                                      S-28
<PAGE>

losses and by the timing of those delinquencies and losses. See "Description of
the Certificates--Subordination of Class M Certificates, Class B Certificates,
Class B-3I Certificates and Class C Certificates" for a description of the
manner in which such losses are borne by the Class M certificates and each
class of the Class B certificates. If you purchase a class of Class B
certificates or Class M certificates at a discount and you calculate your
anticipated yield to maturity based on an assumed rate of payment of principal
on the Class B certificates or Class M certificates that is faster than the
rate actually realized, your actual yield to maturity will be lower than the
yield you calculated. See "Description of the Certificates--Class B-1
Principal," "--Class M-1 Principal" and "--Class M-2 Principal."

    Obligors who have entered bankruptcy proceedings and have had their monthly
scheduled payment reduced as a result of an extension of the term of the
related contract may not be pursued by Conseco Finance as delinquent, and
accordingly we use the reduced monthly payment in calculating the Formula
Principal Distribution Amount for each remittance date after that. If, however,
the principal amount of the contract were reduced in the bankruptcy
proceedings, the reduction would be recognized as a loss immediately and added
to the Formula Principal Distribution Amount.

    Conseco Finance cannot assure you that the delinquency or repossession
experience described under "Conseco Finance Corp.--Delinquency, Loan Loss and
Repossession Experience" will be representative of the results that may be
experienced on the contracts.

    The holder of the Class C Subsidiary certificate has the right to purchase
from the trust all remaining contracts, and effect early retirement of the
certificates, on any remittance date when the pool scheduled principal balance
is less than or equal to 20% of the cut-off date pool principal balance. The
amount paid by the Class C Subsidiary certificateholder will be distributed to
all outstanding certificateholders on the remittance date occurring in the
month following the date of purchase. See "Description of the Certificates--
Purchase Option; Auction Sale; Additional Principal Distributions."

    If the aggregate principal balance of the initial and additional contracts
transferred to the trust on the closing date is less than $750,000,000, the
trustee will establish and Conseco Finance will fund a pre-funding account on
the closing date to provide the trust with sufficient funds to purchase
subsequent contracts. Any amounts remaining in the pre-funding account which
have not been used to purchase subsequent contracts will be paid to the
Class A certificateholders sequentially, beginning with the Class A-1
certificates. Conseco Finance believes that if a pre-funding account is
established, substantially all of the amounts in the account will be used to
acquire subsequent contracts. It is unlikely, however, that the aggregate
principal amount of subsequent contracts purchased by the trust will be
identical to the amount in the pre-funding account, and consequently, it is
likely that the Class A-1 certificateholders will receive some prepayment of
principal. See "Description of Certificates--Conveyance of Subsequent Contracts
and Pre-Funding Account."

    Although partial prepayments of principal on contracts are applied on
scheduled payment dates for the contracts, obligors are not required to pay
interest on contracts after

                                      S-29
<PAGE>

the date of a full prepayment of principal. As a result, full prepayments on
contracts in advance of the scheduled payment dates for these contracts in any
due period will reduce the amount of interest received from obligors during the
due period. Subject to the availability of the subordination provided by the
Class M, Class B, Class B-3I and Class C certificates, the subordination would
apply to the net shortfall of interest received on account of prepayments in
full in any due period so that the amount of interest paid on the Class A
certificates on the following remittance date would not be affected by the
shortfall.

    The expected final scheduled payment date on the initial contract with the
latest maturity is in May 2031. The expected final maturity of each class of
certificates, based on the assumptions that there are no defaults, prepayments
or delinquencies on payments due under the contracts and that the repurchase
option has not been exercised and that there has been no auction sale, are as
follows:

<TABLE>
<CAPTION>
                                                                Expected Final
             Class                                                 Maturity
             -----                                              --------------
           <S>                                                  <C>
           Class A-1                                            November 2011
           Class A-2                                            April 2015
           Class A-3                                            April 2018
           Class A-4                                            January 2023
           Class A-5                                            August 2024
           Class A-6                                            February 2028
           Class A-7                                            April 2030
           Class M-1                                            April 2030
           Class M-2                                            April 2030
           Class B-1                                            December 2023
           Class B-2                                            June 2030
</TABLE>

    The table below shows statistical information about the prepayment behavior
of pools of manufactured housing contracts sold and serviced by Conseco
Finance. The table relates to the 47 sold pools for which prepayment
information is available covering a period of at least 36 months and which had
an aggregate principal balance as of the first day of the month of sale of at
least $100,000,000. In evaluating the information in the table and its
relationship to the expected prepayment behavior of the contracts, you should
consider that we have performed no statistical analysis to determine whether
the contracts to which the table relates constitute a statistically significant
sample of manufactured housing contracts for purposes of determining expected
prepayment behavior. Also, the contracts owned by the trust may have an average
age as of the cut-off date substantially different from the average ages, as of
the first day of the month of sale, of the contracts in the sold pools to which
the table relates and may have other characteristics substantially different
from the contracts in any sold pool. For these reasons, and because of the
unpredictable nature of the factors described under "Weighted Average Life of
the Certificates" which may influence the amount of prepayments of manufactured
housing contracts, we cannot assure you that the prepayment experience of the
contracts will exhibit prepayment behavior similar to the behavior summarized
in the table for the periods covered. In addition, prospective Class A, Class M
and Class B certificateholders should consider that the table is limited to
those periods covered and cannot reflect any effects of aging on the prepayment
behavior of manufactured housing contracts beyond those periods.


                                      S-30
<PAGE>

    The table below shows for each sold pool:

    .  the initial aggregate principal balance, calculated as of the first
       day of the month of the sale,

    .  the weighted average contract rate ("WAC") of the contracts in each
       pool as of the first day of the month of the sale of each pool,

    .  the original weighted average maturity ("WAM") of the contracts in
       each pool,

    .  the estimated average age of the pool as of the first day of the
       month of the sale of each pool,

    .  the aggregate principal balance of each pool as of August 31, 2000,

    .  the WAC of the contracts in each pool as of August 31, 2000,  and

    .  the percentage of the MHP, as described in "Weighted Average Life of
       the Certificates" below, for the life of each sold pool through
       August 31, 2000, calculated as the annual rate of the decline in the
       outstanding aggregate principal balance exhibited over the life of
       the pool.

                                      S-31
<PAGE>

<TABLE>
<CAPTION>
                          Aggregate                                  Current
                          Principal           Original   Average    Aggregate
Month and                  Balance      WAC     WAM    Age at Sale  Principal  Current Percentage
Year of Sale               at Sale    at Sale (months)  (months)     Balance     WAC     of MHP
------------             ------------ ------- -------- ----------- ----------- ------- ----------
<S>                      <C>          <C>     <C>      <C>         <C>         <C>     <C>
September 1989.......... $153,845,599  13.93%   179          4     $14,489,267  13.80%    227%
December 1989...........  127,799,125  13.74    182          1      13,484,593  13.59     235
June 1990...............  118,256,826  14.23    178          1      12,385,142  14.11     254
September 1990..........  133,311,855  14.21    182          1      16,174,684  14.10     250
June 1991...............  137,954,723  14.25    179         18      15,178,301  13.91     259
September 1991..........  169,226,610  13.49    188          8      24,837,245  13.42     256
December 1991...........  163,375,476  13.07    185          8      25,246,457  13.02     253
June 1992...............  220,603,657  12.22    190          2      49,023,961  12.12     225
September 1992..........  254,409,783  11.89    197          1      61,748,069  11.80     225
December 1992...........  288,323,475  11.28    201          2      80,050,797  11.14     208
March 1993..............  250,400,638  11.36    206          1      71,807,269  11.26     217
June 1993...............  450,602,539  10.65    204          1     143,055,888  10.67     201
September 1993..........  663,353,326  10.23    203          1     217,343,534  10.29     202
December 1993...........  725,268,946   9.73    203          1     252,471,986   9.69     197
March 1994..............  561,614,157   9.81    211          1     211,472,776   9.71     194
May 1994................  387,789,118  10.29    205          1     143,807,149  10.22     203
June 1994...............  197,004,761  10.67    211          1      76,201,598  10.58     202
July 1994...............  307,948,034  11.03    214          1     114,152,304  10.95     219
August 1994.............  384,942,940  11.14    224          1     142,729,723  11.12     228
September 1994..........  463,885,067  11.45    217          1     178,339,724  11.38     221
November 1994...........  353,492,359  11.42    223          1     135,922,420  11.38     231
December 1994...........  523,188,855  11.53    225          1     204,931,953  11.47     232
February 1995...........  378,339,823  11.85    239          1     144,649,510  11.79     253
March 1995..............  328,256,612  12.04    246          1     128,146,901  11.96     254
May 1995................  502,186,400  11.61    250          1     214,566,220  11.52     237
June 1995...............  319,783,607  11.13    255          1     145,931,331  11.05     222
July 1995...............  451,233,973  10.65    268          1     216,206,763  10.57     213
August 1995.............  396,694,720  10.27    269          1     204,720,939  10.16     193
September 1995..........  347,754,066  10.12    271          1     181,393,414  10.03     194
October 1995............  479,886,809  10.11    274          1     254,646,711  10.02     193
November 1995...........  398,796,644  10.15    276          1     209,004,072  10.06     201
December 1995...........  405,121,766  10.05    281          1     217,575,960   9.95     198
January 1996............  398,766,754   9.77    289          1     219,201,926   9.66     195
March 1996..............  465,268,332   9.84    271          1     272,305,468   9.76     177
April 1996..............  371,878,810   9.93    273          1     218,986,212   9.83     180
May 1996................  474,684,791   9.77    271          1     279,431,711   9.96     183
June 1996...............  517,584,659  10.18    288          1     308,562,791  10.16     188
July 1996...............  475,000,000  10.38    295          1     278,766,526  10.24     200
August 1996.............  480,000,000  10.43    295          1     282,275,990  10.32     204
September 1996..........  600,051,865  10.42    298          1     354,383,830  10.24     208
November 1996...........  450,000,000  10.35    298          1     272,179,745  10.38     208
December 1996...........  800,000,000  10.05    305          1     477,901,348  10.11     219
February 1997...........  500,000,000  10.23    298          1     311,637,574  10.28     210
March 1997..............  550,000,000   9.88    309          1     360,197,623  10.10     194
May 1997................  800,000,000  10.02    296          1     541,664,142  10.13     187
June 1997...............  520,000,000   9.73    309          1     354,348,328   9.96     190
July 1997...............  550,000,000   9.63    299          1     373,571,505   9.90     196
</TABLE>


                                      S-32
<PAGE>

Weighted Average Life of the Certificates

    The following information is intended to illustrate the effect of
prepayments of the initial contracts on the weighted average life of the Class
A certificates, Class M certificates and Class B certificates under the stated
assumptions and is not a prediction of the prepayment rate that the contracts
might actually experience.

    Weighted average life refers to the average amount of time from the date of
issuance of a security until each dollar of principal of such security will be
repaid to the investor. The weighted average life of the Class A, Class M and
Class B certificates will be influenced by the rate at which principal on the
contracts is paid. Principal payments on contracts may be in the form of
scheduled amortization or prepayments. For this purpose, the term prepayment
includes repayments and liquidations due to default or other dispositions of
contracts. Prepayments on contracts may be measured by a prepayment standard or
model. The model we use in this prospectus supplement, the manufactured housing
prepayment model ("MHP"), is based on an assumed rate of prepayment each month
of the then unpaid principal balance of a pool of new contracts. A prepayment
assumption of 100% MHP assumes constant prepayment rates of 3.7% per year of
the then unpaid principal balance of the contracts in the first month of the
life of the contracts and an additional 0.1% per year in each month thereafter
until the 24th month. Beginning in the 24th month and in each month thereafter
during the life of all of the contracts, 100% MHP assumes a constant prepayment
rate of 6.0% per year each month.

    As used in the following tables, 75% MHP assumes the contracts will prepay
at rates of 75% of the MHP assumed prepayment rates; 125% assumes the contracts
will prepay at rates of 125% of the MHP assumed prepayment rates, and so forth.

    We cannot assure you, however, that prepayment of the contracts owned by
the trust will conform to any level of the MHP, and Conseco Finance makes no
representation that the contracts will prepay at the prepayment rates shown or
any other prepayment rate. The rate of principal payments on pools of
manufactured housing contracts is influenced by a variety of economic,
geographic, social and other factors, including the level of interest rates and
the rate at which homeowners sell their manufactured homes or default on their
contracts. Increased competition among manufactured housing lenders have had
the effect of increasing the prepayment rates of our contracts. Other factors
affecting prepayment of contracts include changes in obligors' housing needs,
job transfers, unemployment and obligors' net equity in the manufactured homes.
In the case of mortgage loans secured by site-built homes, in general, if
prevailing interest rates fall significantly below the interest rates on these
mortgage loans, the mortgage loans are likely to be subject to higher
prepayment rates than if prevailing interest rates remained at or above the
rates borne by these mortgage loans. Conversely, if prevailing interest rates
rise above the interest rates on the mortgage loans, the rate of prepayment
would be expected to decrease. In the case of manufactured housing contracts,
however, because the outstanding principal balances are, in general, much
smaller than mortgage loan balances and the original term to maturity of the
contracts is generally shorter, the reduction or increase in the size of the
monthly payment on a contract arising from a change in its interest rate is
generally much smaller. Consequently, changes in prevailing

                                      S-33
<PAGE>

interest rates may not have a similar effect, or may have a similar effect but
to a smaller degree, on the prepayment rates on manufactured housing contracts.

    As described under "Description of the Certificates--Class M-1 Principal,"
payments of principal on the Class M-1 certificates will not commence until the
remittance date on which (1) the Class A principal balance has been reduced to
zero or (2) the Class M-1 distribution test is satisfied. This will have the
effect of accelerating the amortization of the Class A certificates while
increasing the respective interest in the trust of the Class M and Class B
certificates. As described under "Description of the Certificates--Class M-2
Principal," payments of principal on the Class M-2 certificates will not
commence until the remittance date on which (a) the Class A principal balance
and Class M-1 principal balance have been reduced to zero or (b) the Class M-2
distribution test is satisfied. This will have the effect of accelerating the
amortization of the Class A certificates and Class M-1 certificates while
increasing the respective interest in the trust of the Class M-2 certificates
and Class B certificates. As described under "Description of the Certificates--
Class B-1 Principal," payments of principal on the Class B certificates will
not commence until the remittance date on which (1) the Class A principal
balance, the Class M-1 principal balance and the Class M-2 principal balance
have been reduced to zero or (2) the Class B distribution test is satisfied.
This will have the effect of accelerating the amortization of the Class A
certificates and Class M certificates while increasing the respective interest
in the trust of the Class B certificates.

    The percentages and weighted average lives in the following tables were
determined assuming that:

    (1) scheduled interest and principal payments on the contracts are
        received in a timely manner and prepayments are made at the
        indicated percentages of the MHP listed in the table;

    (2) the holder of the Class C Subsidiary certificate exercises its right
        to purchase the contracts, as described under "Description of the
        Certificates--Purchase Option; Auction Sale; Additional Principal
        Distributions;"

    (3) the aggregate principal balance of the initial contracts as of the
        cut-off date is $363,950,052.05 and the initial contracts have the
        characteristics described under "The Contract Pool" and have their
        first scheduled payment due on or before December 15, 2000;

    (4) the additional contracts and subsequent contracts will have the
        characteristics listed in the table following this paragraph and
        will have their first scheduled payment due in October 2000;

    (5) each class of certificates has the approximate principal amount and
        the remittance rate shown for that class under "Summary of the Terms
        of the Offered Certificates;"

    (6) no interest shortfalls will arise because of prepayment in full of
        the contracts;

    (7) no delinquencies or losses are experienced on the contracts;

    (8) distributions are made on the certificates on the first day of each
        month, commencing in November 2000; and

                                      S-34
<PAGE>

    (9) the certificates are issued on October 5, 2000.

    We cannot assure you that the holder of the Class C Subsidiary certificate
will exercise its purchase option. If the purchase option is not exercised, we
cannot assure you that any auction of the trust property will be successful.

    We make no representation that the contracts will not experience
delinquencies or losses.

 Assumed Characteristics of Additional and Subsequent Contracts as of the Cut-
                                    off Date

    The following are the assumed characteristics of the additional and
subsequent contracts as of the cut-off date:

<TABLE>
<CAPTION>
                              Weighted Average Weighted Average
          Aggregate Principal  Original Term    Remaining Term  Weighted Average
Pool      Balance Outstanding     (months)         (months)      Contract Rate
----      ------------------- ---------------- ---------------- ----------------
<S>       <C>                 <C>              <C>              <C>
1........   $  6,073,253.37          76               76             12.176%
2........      7,109,042.58         120              120             12.894
3........     22,465,226.45         177              177             13.672
4........     47,367,098.81         240              240             12.652
5........     15,522,018.80         300              300             12.097
6........    287,513,307.94         360              360             11.309
            ---------------         ---              ---             ------
  Total..   $386,049,947.95         323              323             11.686%
            ===============         ===              ===             ======
</TABLE>

    It is not likely that contracts will prepay at any constant percentage of
the MHP to maturity or that all contracts will prepay at the same rate.

    Investors are urged to make their investment decisions on a basis that
includes their determination as to anticipated prepayment rates under a variety
of the assumptions discussed herein.

    Based on the foregoing assumptions, the following tables indicate the
projected weighted average life of each class of certificates and show the
percentages of the original principal balance of each class that would be
outstanding after each of the dates shown at the indicated percentages of the
MHP.


                                      S-35
<PAGE>

    The weighted average life of each class of certificates listed in the
tables below is determined by (1) multiplying the amount of cash distributions
in reduction of the principal balance of the certificate by the number of years
from the date of issuance of certificate to the stated remittance date, (2)
adding the results, and (3) dividing the sum by the initial principal balance
of the certificate.

         Percentage of the Original Principal Balance of the Class A-1
               Certificates at the Respective Percentages of the
                               MHP Listed Below:

<TABLE>
<CAPTION>
Date                                                75%  125%  175%  250%  300%
----                                               ----  ----  ----  ----  ----
<S>                                                <C>   <C>   <C>   <C>   <C>
Initial Percentage................................ 100%  100%  100%  100%  100%
October 1, 2001...................................  71    59    47    28    16
October 1, 2002...................................  43    17     0     0     0
October 1, 2003...................................  14     0     0     0     0
October 1, 2004...................................   0     0     0     0     0
Weighted Average Life (Years)..................... 1.8   1.2   1.0   0.7   0.6
</TABLE>

         Percentage of the Original Principal Balance of the Class A-2
               Certificates at the Respective Percentages of the
                               MHP Listed Below:

<TABLE>
<CAPTION>
Date                                                75%  125%  175%  250%  300%
----                                               ----  ----  ----  ----  ----
<S>                                                <C>   <C>   <C>   <C>   <C>
Initial Percentage................................ 100%  100%  100%  100%  100%
October 1, 2001................................... 100   100   100   100   100
October 1, 2002................................... 100   100    84    12     0
October 1, 2003................................... 100    51     0     0     0
October 1, 2004...................................  73     0     0     0     0
October 1, 2005...................................  20     0     0     0     0
October 1, 2006...................................   0     0     0     0     0
Weighted Average Life (Years)..................... 4.5   3.0   2.3   1.8   1.5
</TABLE>

         Percentage of the Original Principal Balance of the Class A-3
               Certificates at the Respective Percentages of the
                               MHP Listed Below:

<TABLE>
<CAPTION>
Date                                                75%  125%  175%  250%  300%
----                                               ----  ----  ----  ----  ----
<S>                                                <C>   <C>   <C>   <C>   <C>
Initial Percentage................................ 100%  100%  100%  100%  100%
October 1, 2001................................... 100   100   100   100   100
October 1, 2002................................... 100   100   100   100    66
October 1, 2003................................... 100   100    78     0     0
October 1, 2004................................... 100    74     0     0     0
October 1, 2005................................... 100     4     0     0     0
October 1, 2006...................................  68     0     0     0     0
October 1, 2007...................................  19     0     0     0     0
October 1, 2008...................................   0     0     0     0     0
Weighted Average Life (Years)..................... 6.4   4.4   3.3   2.5   2.1
</TABLE>


                                      S-36
<PAGE>

         Percentage of the Original Principal Balance of the Class A-4
               Certificates at the Respective Percentages of the
                               MHP Listed Below:

<TABLE>
<CAPTION>
Date                                                75%  125%  175%  250%  300%
----                                               ----  ----  ----  ----  ----
<S>                                                <C>   <C>   <C>   <C>   <C>
Initial Percentage................................ 100%  100%  100%  100%  100%
October 1, 2001................................... 100   100   100   100   100
October 1, 2002................................... 100   100   100   100   100
October 1, 2003................................... 100   100   100    85    43
October 1, 2004................................... 100   100    89     9     0
October 1, 2005................................... 100   100    48     0     0
October 1, 2006................................... 100    70    12     0     0
October 1, 2007................................... 100    41     0     0     0
October 1, 2008...................................  87    13     0     0     0
October 1, 2009...................................  65     0     0     0     0
October 1, 2010...................................  43     0     0     0     0
October 1, 2011...................................  23     0     0     0     0
October 1, 2012...................................   3     0     0     0     0
October 1, 2013...................................   0     0     0     0     0
Weighted Average Life (Years)..................... 9.8   6.7   5.0   3.5   3.0
</TABLE>

         Percentage of the Original Principal Balance of the Class A-5
               Certificates at the Respective Percentages of the
                               MHP Listed Below:

<TABLE>
<CAPTION>
Date                                                75%  125%  175%  250%  300%
----                                               ----  ----  ----  ----  ----
<S>                                                <C>   <C>   <C>   <C>   <C>
Initial Percentage................................  100% 100%  100%  100%  100%
October 1, 2001...................................  100  100   100   100   100
October 1, 2002...................................  100  100   100   100   100
October 1, 2003...................................  100  100   100   100   100
October 1, 2004...................................  100  100   100   100     1
October 1, 2005...................................  100  100   100    12     0
October 1, 2006...................................  100  100   100     0     0
October 1, 2007...................................  100  100    47     0     0
October 1, 2008...................................  100  100     0     0     0
October 1, 2009...................................  100   68     0     0     0
October 1, 2010...................................  100    8     0     0     0
October 1, 2011...................................  100    0     0     0     0
October 1, 2012...................................  100    0     0     0     0
October 1, 2013...................................   57    0     0     0     0
October 1, 2014...................................    8    0     0     0     0
October 1, 2015...................................    0    0     0     0     0
Weighted Average Life (Years)..................... 13.2  9.3   7.0   4.7   3.8
</TABLE>

                                      S-37
<PAGE>

         Percentage of the Original Principal Balance of the Class A-6
               Certificates at the Respective Percentages of the
                               MHP Listed Below:

<TABLE>
<CAPTION>
Date                                                75%  125%  175%  250%  300%
----                                               ----  ----  ----  ----  ----
<S>                                                <C>   <C>   <C>   <C>   <C>
Initial Percentage................................  100%  100%  100% 100%  100%
October 1, 2001...................................  100   100   100  100   100
October 1, 2002...................................  100   100   100  100   100
October 1, 2003...................................  100   100   100  100   100
October 1, 2004...................................  100   100   100  100   100
October 1, 2005...................................  100   100   100  100    64
October 1, 2006...................................  100   100   100   73    35
October 1, 2007...................................  100   100   100   46    11
October 1, 2008...................................  100   100    91   24     0
October 1, 2009...................................  100   100    69    2     0
October 1, 2010...................................  100   100    49    0     0
October 1, 2011...................................  100    84    29    0     0
October 1, 2012...................................  100    67    11    0     0
October 1, 2013...................................  100    49     0    0     0
October 1, 2014...................................  100    32     0    0     0
October 1, 2015...................................   87    16     0    0     0
October 1, 2016...................................   72     2     0    0     0
October 1, 2017...................................   58     0     0    0     0
October 1, 2018...................................   42     0     0    0     0
October 1, 2019...................................   26     0     0    0     0
October 1, 2020...................................   10     0     0    0     0
October 1, 2021...................................    0     0     0    0     0
Weighted Average Life (Years)..................... 17.5  13.0  10.0  7.0   5.6
</TABLE>

                                      S-38
<PAGE>

         Percentage of the Original Principal Balance of the Class A-7
               Certificates at the Respective Percentages of the
                               MHP Listed Below:

<TABLE>
<CAPTION>
Date                                               75%   125%  175%  250%  300%
----                                               ----  ----  ----  ----  ----
<S>                                                <C>   <C>   <C>   <C>   <C>
Initial Percentage................................  100%  100%  100% 100%  100%
October 1, 2001...................................  100   100   100  100   100
October 1, 2002...................................  100   100   100  100   100
October 1, 2003...................................  100   100   100  100   100
October 1, 2004...................................  100   100   100  100   100
October 1, 2005...................................  100   100   100  100   100
October 1, 2006...................................  100   100   100  100   100
October 1, 2007...................................  100   100   100  100   100
October 1, 2008...................................  100   100   100  100     0
October 1, 2009...................................  100   100   100  100     0
October 1, 2010...................................  100   100   100    0     0
October 1, 2011...................................  100   100   100    0     0
October 1, 2012...................................  100   100   100    0     0
October 1, 2013...................................  100   100     0    0     0
October 1, 2014...................................  100   100     0    0     0
October 1, 2015...................................  100   100     0    0     0
October 1, 2016...................................  100   100     0    0     0
October 1, 2017...................................  100     0     0    0     0
October 1, 2018...................................  100     0     0    0     0
October 1, 2019...................................  100     0     0    0     0
October 1, 2020...................................  100     0     0    0     0
October 1, 2021...................................   98     0     0    0     0
October 1, 2022...................................    0     0     0    0     0
Weighted Average Life (Years)..................... 21.1  16.3  12.8  9.5   8.0
</TABLE>

                                      S-39
<PAGE>

         Percentage of the Original Principal Balance of the Class M-1
               Certificates at the Respective Percentages of the
                               MHP Listed Below:

<TABLE>
<CAPTION>
Date                                               75%   125%  175%  250%  300%
----                                               ----  ----  ----  ----  ----
<S>                                                <C>   <C>   <C>   <C>   <C>
Initial Percentage................................  100%  100% 100%  100%  100%
October 1, 2001...................................  100   100  100   100   100
October 1, 2002...................................  100   100  100   100   100
October 1, 2003...................................  100   100  100   100   100
October 1, 2004...................................  100   100  100   100   100
October 1, 2005...................................  100    99   88    84    81
October 1, 2006...................................  100    90   78    70    65
October 1, 2007...................................  100    82   68    59    53
October 1, 2008...................................   95    75   60    49     0
October 1, 2009...................................   89    68   53    40     0
October 1, 2010...................................   83    61   46     0     0
October 1, 2011...................................   77    55   39     0     0
October 1, 2012...................................   72    50   33     0     0
October 1, 2013...................................   67    44    0     0     0
October 1, 2014...................................   61    38    0     0     0
October 1, 2015...................................   56    33    0     0     0
October 1, 2016...................................   51    29    0     0     0
October 1, 2017...................................   47     0    0     0     0
October 1, 2018...................................   42     0    0     0     0
October 1, 2019...................................   37     0    0     0     0
October 1, 2020...................................   32     0    0     0     0
October 1, 2021...................................   28     0    0     0     0
October 1, 2022...................................    0     0    0     0     0
Weighted Average Life (Years)..................... 15.8  11.7  9.3   7.5   6.7
</TABLE>

                                      S-40
<PAGE>

         Percentage of the Original Principal Balance of the Class M-2
               Certificates at the Respective Percentages of the
                               MHP Listed Below:

<TABLE>
<CAPTION>
Date                                               75%   125%  175%  250%  300%
----                                               ----  ----  ----  ----  ----
<S>                                                <C>   <C>   <C>   <C>   <C>
Initial Percentage................................  100%  100% 100%  100%  100%
October 1, 2001...................................  100   100  100   100   100
October 1, 2002...................................  100   100  100   100   100
October 1, 2003...................................  100   100  100   100   100
October 1, 2004...................................  100   100  100   100   100
October 1, 2005...................................  100    99   88    84    81
October 1, 2006...................................  100    90   78    70    65
October 1, 2007...................................  100    82   68    59    53
October 1, 2008...................................   95    75   60    49     0
October 1, 2009...................................   89    68   53    40     0
October 1, 2010...................................   83    61   46     0     0
October 1, 2011...................................   77    55   39     0     0
October 1, 2012...................................   72    50   33     0     0
October 1, 2013...................................   67    44    0     0     0
October 1, 2014...................................   61    38    0     0     0
October 1, 2015...................................   56    33    0     0     0
October 1, 2016...................................   51    29    0     0     0
October 1, 2017...................................   47     0    0     0     0
October 1, 2018...................................   42     0    0     0     0
October 1, 2019...................................   37     0    0     0     0
October 1, 2020...................................   32     0    0     0     0
October 1, 2021...................................   28     0    0     0     0
October 1, 2022...................................    0     0    0     0     0
Weighted Average Life (Years)..................... 15.8  11.7  9.3   7.5   6.7
</TABLE>


                                      S-41
<PAGE>

         Percentage of the Original Principal Balance of the Class B-1
               Certificates at the Respective Percentages of the
                               MHP Listed Below:

<TABLE>
<CAPTION>
Date                                               75%   125%  175%  250%  300%
----                                               ----  ----  ----  ----  ----
<S>                                                <C>   <C>   <C>   <C>   <C>
Initial Percentage................................  100% 100%  100%  100%  100%
October 1, 2001...................................  100  100   100   100   100
October 1, 2002...................................  100  100   100   100   100
October 1, 2003...................................  100  100   100   100   100
October 1, 2004...................................  100  100   100   100   100
October 1, 2005...................................  100   98    67    54    46
October 1, 2006...................................  100   73    37    15     1
October 1, 2007...................................  100   49    10     0     0
October 1, 2008...................................   87   28     0     0     0
October 1, 2009...................................   69    8     0     0     0
October 1, 2010...................................   52    0     0     0     0
October 1, 2011...................................   36    0     0     0     0
October 1, 2012...................................   20    0     0     0     0
October 1, 2013...................................    5    0     0     0     0
October 1, 2014...................................    0    0     0     0     0
Weighted Average Life (Years)..................... 10.2  7.1   5.6   5.2   5.0
</TABLE>

         Percentage of the Original Principal Balance of the Class B-2
               Certificates at the Respective Percentages of the
                               MHP Listed Below:

<TABLE>
<CAPTION>
Date                                               75%   125%  175%  250%  300%
----                                               ----  ----  ----  ----  ----
<S>                                                <C>   <C>   <C>   <C>   <C>
Initial Percentage................................  100%  100%  100% 100%  100%
October 1, 2001...................................  100   100   100  100   100
October 1, 2002...................................  100   100   100  100   100
October 1, 2003...................................  100   100   100  100   100
October 1, 2004...................................  100   100   100  100   100
October 1, 2005...................................  100   100   100  100   100
October 1, 2006...................................  100   100   100  100   100
October 1, 2007...................................  100   100   100   85    71
October 1, 2008...................................  100   100    89   62     0
October 1, 2009...................................  100   100    71   56     0
October 1, 2010...................................  100    91    56    0     0
October 1, 2011...................................  100    77    56    0     0
October 1, 2012...................................  100    63    56    0     0
October 1, 2013...................................  100    57     0    0     0
October 1, 2014...................................   91    57     0    0     0
October 1, 2015...................................   79    57     0    0     0
October 1, 2016...................................   68    57     0    0     0
October 1, 2017...................................   57     0     0    0     0
October 1, 2018...................................   57     0     0    0     0
October 1, 2019...................................   57     0     0    0     0
October 1, 2020...................................   57     0     0    0     0
October 1, 2021...................................   57     0     0    0     0
October 1, 2022...................................    0     0     0    0     0
Weighted Average Life (Years)..................... 18.5  14.0  11.0  8.5   7.5
</TABLE>

                                      S-42
<PAGE>

                        DESCRIPTION OF THE CERTIFICATES

    The following information supplements, and if inconsistent supersedes, the
information in the prospectus under "Description of the Certificates."

    The certificates will be issued under the pooling and servicing agreement.
A copy of the execution form of the agreement will be filed in a current report
on Form 8-K with the SEC after the initial issuance of the certificates. The
following summary describes certain terms of the pooling and servicing
agreement, does not purport to be complete and is qualified in its entirety by
the pooling and servicing agreement, which is incorporated by reference in this
prospectus supplement.

General

    The certificates will be issued in fully registered form only in
denominations of $1,000 or an integral multiple of $1,000. The percentage
interest of a Class A certificate will be equal to the percentage obtained from
dividing its denomination by the original principal balance of that class. The
Class A certificates in the aggregate will represent approximately an initial
83.50% undivided interest in the trust. The percentage interest of a Class M-1
certificate will be equal to the percentage obtained by dividing its
denomination by the original Class M-1 principal balance. The Class M-1
certificates in the aggregate will represent approximately an initial 5.00%
undivided interest in the trust. The percentage interest of a Class M-2
certificate will be equal to the percentage obtained by dividing its
denomination by the original Class M-2 principal balance. The Class M-2
certificates in the aggregate will represent approximately an initial 4.00%
undivided interest in the trust. The percentage interest of a Class B
certificate will be equal to the percentage obtained from dividing its
denomination by the original Class B-1 principal balance or the original
Class B-2 principal balance, as appropriate. The Class B-1 certificates in the
aggregate will represent approximately an initial 3.00% undivided interest in
the trust, and the Class B-2 certificates in the aggregate will represent
approximately an initial 3.50% undivided interest in the trust. Initially, the
overcollateralization amount will equal 1.00% of the aggregate cut-off date
principal balance of the contracts included in the trust as of the closing date
plus the original pre-funded amount.

    The paying agent will make distributions on the certificates each
remittance date to persons in whose names the certificates are registered as of
the preceding record date. The remittance date for the certificates will be the
first day of each month or, if the first day is not a business day, the next
succeeding business day, commencing in November 2000. Payments will be made by
check mailed on the remittance date to the certificateholder at the address
appearing on the certificate register; provided that a certificateholder who
holds an aggregate percentage interest of at least 5% of a class of
certificates may request payment by wire transfer of immediately available
funds pursuant to written instructions delivered to the trustee at least 10
days before the remittance date. Final payments will be made only when the
certificates are tendered to the paying agent for cancellation.


                                      S-43
<PAGE>

Conveyance of Contracts

    On the closing date, Conseco Finance will transfer to Conseco
Securitizations the initial and additional contracts, including all principal
and interest received on the contracts after the cut-off date. Conseco
Securitizations will then establish the trust and transfer to the trust all of
its right, title and interest in the initial and additional contracts. The
pooling and servicing agreement permits the trust to purchase subsequent
contracts on one or more subsequent transfer dates through December 31, 2000.
If Conseco Finance transfers subsequent contracts to Conseco Securitizations,
Conseco Securitizations will transfer them to the trust. See "Conveyance of
Subsequent Contracts and Pre-Funding Account."

    In addition to the representations and warranties described in the
prospectus under "The Trust--Conveyance of Contracts," Conseco Finance will
make warranties about the initial contracts, including that:

    (1) the aggregate principal amount payable by the obligors on the
        initial contracts as of the cut-off date equals $363,950,052.05;

    (2) as of the cut-off date, the obligors on no more than 13% of the
        initial contracts by remaining principal balance are located in any
        one state, the obligors on no more than 5% of the initial contracts
        by remaining principal balance are located in an area with the same
        zip code and the obligors on not more than 1% of the initial
        contracts by remaining principal balance are located in California
        in an area with the same zip code;

    (3) approximately 73.33% of the aggregate principal amount of initial
        contracts as of the cut-off date is attributable to loans to
        purchase new manufactured homes and approximately 26.67% is
        attributable to loans to purchase used manufactured homes;

    (4)  as of the cut-off date, the most recent scheduled payment was made
         or was not delinquent more than 59 days;

    (5) no initial contract has a remaining maturity of more than 360
        months;

    (6) the date of origination of each initial contract is on or after
        October 28, 1988; and

    (7) no adverse selection procedures were employed in selecting the
        initial contracts.

Conseco Finance will make additional representations and warranties about the
additional contracts and subsequent contracts.

Conveyance of Subsequent Contracts and Pre-Funding Account

    If the aggregate principal balance of the initial and additional contracts
transferred to the trust on the closing date is less than $750,000,000, the
trustee will establish and Conseco Securitizations will fund a pre-funding
account on the closing date to provide the trust with sufficient funds to
purchase subsequent contracts. The amount deposited in the

                                      S-44
<PAGE>

pre-funding account will initially equal the difference between $750,000,000
and the aggregate principal balance as of the cut-off date of the initial
contracts and additional contracts. The pre-funding account will be used to
purchase subsequent contracts during the pre-funding period from the closing
date until the earliest of (1) the date on which the amount in the pre-funding
account is less than $10,000, (2) December 31, 2000, or (3) the date on which
an event of termination occurs under the pooling and servicing agreement. Any
reinvestment income earned on amounts on deposit in the pre-funding account
will be taxable to the Class C Subsidiary certificateholder.

    Under the pooling and servicing agreement, following the initial issuance
of the certificates, the trust will be obligated to purchase from Conseco
Securitizations subsequent contracts transferred by Conseco Finance to Conseco
Securitizations during the pre-funding period, subject to their availability.
Each subsequent contract will have been underwritten in accordance with the
standard underwriting criteria employed by Conseco Finance. Subsequent
contracts will be transferred to the trust under subsequent transfer
instruments among Conseco Finance, Conseco Securitizations and the trust. In
connection with the purchase of subsequent contracts on the subsequent transfer
dates, the trust will be required to pay to Conseco Securitizations from
amounts on deposit in the pre-funding account a cash purchase price of 100% of
the contract's principal balance as of the cut-off date. The amount paid from
the pre-funding account on each subsequent transfer date will not include
accrued interest on the related subsequent contracts. Following each subsequent
transfer date, the aggregate principal balance of the contracts in the trust
will increase by an amount equal to the aggregate principal balance of the
contracts purchased and the amount in the pre-funding account will decrease by
the same amount. Any amounts remaining in the pre-funding account after the
purchase of subsequent contracts will be applied on the first remittance date
on or after the last day of the pre-funding period to prepay principal on the
Class A certificates, sequentially beginning with the Class A-1 certificates.

    Any conveyance of subsequent contracts on a subsequent transfer date is
subject to conditions including:

    (1) each subsequent contract must satisfy the representations and
        warranties specified in the related subsequent transfer instrument
        and the pooling and servicing agreement;

    (2) Conseco Finance must not select subsequent contracts in a manner
        that it believes is adverse to the interests of the
        certificateholders;

    (3) as of its respective cut-off date, each subsequent contract must
        satisfy the following criteria:

            .  no subsequent contract may be more than 30 days contractually
               delinquent;

            .  the remaining stated term to maturity of each subsequent
               contract may not exceed 360 months;

            .  each subsequent contract must be underwritten in accordance
               with Conseco Finance's standard underwriting criteria; and

                                      S-45
<PAGE>

            .  no subsequent contract may have a loan-to-value ratio greater
               than 100%;

    (4) the contract pool following the addition of the subsequent contracts
        must satisfy the following criteria:

            .  the weighted average contract rate must not be less than
               11.80%;

            .  the weighted average loan-to-value ratio must not be greater
               than 89%;

            .  not less than 72% of the cut-off date pool principal balance
               must be attributable to loans to purchase new manufactured
               homes;

            .  not more than 30% of the cut-off date pool principal balance
               must be secured by single-wide manufactured homes and not less
               than 70% of the cut-off date pool principal balance must be
               secured by double-wide manufactured homes; and

            .  at least 30% of the cut-off date pool principal balance must
               consist of land-and-home contracts;

    (5) due to the purchase of the subsequent contracts, the certificates
        will not receive from S&P, Moody's or Fitch a lower credit rating
        than the rating assigned at the initial issuance of the class of
        certificates; and

    (6) an independent accountant will provide a letter stating whether or
        not the characteristics of the subsequent contracts conform to the
        characteristics described in this prospectus supplement.

Payments on Contracts; Distributions on Certificates

    The trustee, on behalf of the trust, will establish and maintain the
certificate account in an eligible account. An eligible account is any account
which is

    (1) an account maintained with an eligible institution; or

    (2) a segregated trust account maintained with the corporate trust
        department of a federal or state chartered depository institution or
        trust company with trust powers and acting in its fiduciary capacity
        for the benefit of the trustee, which depository institution or
        trust company has capital and surplus or, if the depository
        institution or trust company is a subsidiary of a bank holding
        company system, the capital and surplus of the bank holding company
        of not less than $50,000,000 and the securities of the depository
        institution or trust company (or, if the depository institution or
        trust company is a subsidiary of a bank holding company system and
        the depository institution's or trust company's securities are not
        rated, the securities of the bank holding company) has a credit
        rating from Moody's, if rated by Moody's, S&P, if rated by S&P and
        Fitch, if rated by Fitch, in one of its generic credit rating
        categories which signifies investment grade; or

    (3) an account that will not cause S&P, Moody's or Fitch to downgrade or
        withdraw its then-current rating assigned to the certificates, as
        confirmed in writing by S&P, Moody's and Fitch.

                                      S-46
<PAGE>

An eligible institution is any depository institution organized under the laws
of the United States or any state, the deposits of which are insured to the
full extent permitted by law by the Bank Insurance Fund, currently
administered by the Federal Deposit Insurance Corporation, whose short-term
deposits have been rated P-1 by Moody's, if rated by Moody's, A-1+ by S&P, if
rated by S&P and F-1 by Fitch, if rated by Fitch, or in one of the two highest
rating categories by Moody's, if rated by Moody's, S&P, if rated by S&P, and
Fitch, if rated by Fitch, in the case of unsecured long-term debt, and which
is subject to supervision and examination by federal or state authorities. The
servicer may authorize the trustee to invest the funds in the certificate
account in eligible investments that will mature
not later than the business day before the applicable monthly remittance date.
Eligible investments include:

    .  direct obligations of, and obligations fully guaranteed by, the
       United States or of any agency backed by the full faith and credit of
       the United States and which are noncallable;

    .  federal funds, certificates of deposit, time deposits and bankers'
       acceptances sold by eligible financial institutions;

    .  repurchase agreements with eligible institutions;

    .  securities bearing interest or sold at a discount issued by a
       corporation which has a credit rating of at least Aa2 from Moody's,
       at least AAA by S&P and in one of the two highest rating categories
       from Fitch, not in excess of 10% of amounts in the certificate
       account at the time of the investment;

    .  commercial paper assigned at least a P-1 rating by Moody's and at
       least an A-1+ rating by S&P, if rated by S&P, at the time of the
       investment; and

    .  shares of registered investment companies whose shares are registered
       under the Securities Act of 1933 and have the highest credit rating
       then available from Moody's and Fitch, if rated by Fitch, and are
       rated AAAm or AAAm-G by S&P.

    All payments from obligors on the contracts which the servicer receives,
including principal prepayments and advance payments by obligors not
constituting principal prepayments, must be paid into the certificate account
no later than one business day after receipt of the payment, except amounts
received as late payment fees, extension fees, assumption fees or similar
fees. These fees are included as part of the servicer's servicing fees. See
"Servicing Compensation and Payment of Expenses" in the prospectus. In
addition, amounts paid by Conseco Finance for contracts repurchased as a
result of breach of warranties under the pooling and servicing agreement, and
amounts required to be deposited upon substitution of a contract because of
breach of warranties, must be paid into the certificate account. See
"Conveyance of Contracts" in the prospectus. The servicer will not make any
advances in respect of delinquent payments on the contracts.

    On the third business day before each remittance date, the servicer will
determine the amount available and the amounts to be distributed on the
certificates for that remittance date. The amount available on each remittance
date generally includes:

    (1) payments on the contracts due and received during the related due
        period, as defined in the next paragraph,

                                     S-47
<PAGE>

    (2) prepayments and other unscheduled collections received during the
        related due period,

    (3) all collections of principal on the contracts received during the
        due period in which the remittance date occurs up to and including
        the third business day before the remittance date, but in no event
        later than the 25th day of the month before the remittance date,
        minus

    (4) for all remittance dates other than the remittance date in September
        2000, all collections in respect of principal on the contracts
        received during the related due period up to and including the third
        business day before the preceding remittance date, but in no event
        later than the 25th day of the month before the remittance date.

The amount available will be reduced by the following amounts:

    .advance payments in respect of the related due period;

    .  amounts payable to the servicer to reimburse it for any REMIC
       prohibited transaction tax imposed on the trust and paid by the
       servicer;

    .  liquidation expenses incurred and taxes and insurance on repossessed
       manufactured homes, advanced by the servicer for manufactured homes
       that are reimbursable to the servicer under the pooling and
       servicing agreement; and

    .  any amounts incorrectly deposited in the certificate account.

Liquidation expenses are out-of-pocket expenses incurred by the servicer in
connection with the liquidation of a defaulted contract, including, without
limitation, legal fees and disbursements.

    The due period for all remittance dates, other than the remittance date in
November 2000, is the period from and including the 16th day of the second
month preceding that remittance date, to and including the 15th day of the
month immediately preceding that remittance date. For the remittance date in
November 2000, the due period will be the period from and including September
1, 2000 to and including October 15, 2000.

    The trustee will withdraw funds from the certificate account to make
payments to certificateholders. From time to time, as provided in the pooling
and servicing agreement, the trustee will also withdraw funds from the
certificate account to make payments to the servicer.

Servicing

    The servicer will be obligated to service the contracts as described under
"Servicing" in the prospectus. However, some of the initial contracts may be
60 or more days delinquent as of the closing date, as described under
"Description of the Certificates--Conveyance of Contracts," and the servicer
will be subject to restrictions on its ability to enforce any of these
contracts. In the event that one of these contracts goes into foreclosure or
repossession, if acquiring title to the related mortgaged property or
manufactured home would cause the

                                     S-48
<PAGE>

concentration of these contracts that are currently in foreclosure or
repossession to exceed 0.75% of the Pool Scheduled Principal Balance of the
contracts in the trust, the servicer would not be permitted to acquire title to
that mortgaged property or manufactured home on behalf of the trust. Instead,
the servicer would have to dispose of that mortgaged property or manufactured
home for cash in the foreclosure sale.

    In such event, the servicer would be permitted to acquire title to that
mortgaged property or manufactured home, for its own account and not on behalf
of the trust, at the foreclosure sale for an amount not less than the greater
of: (1) the highest amount bid by any other person at the foreclosure sale, or
(2) the estimated fair value of the mortgaged property or manufactured home, as
determined by the servicer in good faith. As a result, losses on these
contracts may be greater than if the servicer was permitted to obtain title on
behalf of the trust.

Distributions

    On each remittance date, the trustee will apply the amount available to
make distributions in the following order of priority:

    (1) If Conseco Finance is not the servicer, the monthly servicing fee to
        the successor servicer

    (2)Class A interest

    (3)Class M-1 interest

    (4)Class M-2 interest

    (5)Class B-1 interest

    (6)Class A principal

    (7)Class M-1 principal

    (8)Class M-2 principal

    (9)Class B-1 principal

    (10)Class B-2 interest

    (11)Class B-2 principal

    (12)  If Conseco Finance is the servicer, the monthly servicing fee to
          Conseco Finance

    (13)  If Conseco Finance is not the servicer, any additional monthly
          servicing fee to the successor servicer, but this additional
          servicing fee may not exceed an additional 0.50% per annum

    (14)  The additional principal distribution, if required, to the holders
          of the Class A certificates sequentially, beginning with the Class
          A-1 certificates

    (15) Class B-3I distribution amount

    (16) Class C distribution amount

    Each distribution on a book-entry certificate will be paid to DTC, which
will credit the amount of the distribution to the accounts of its participants
in accordance with its normal

                                      S-49
<PAGE>

procedures. Each participant will be responsible for disbursing the
distribution to the certificate owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each brokerage firm
will be responsible for disbursing funds to the certificate owners that it
represents. All credits and disbursements on a book-entry certificate are to be
made by DTC and the participants in accordance with DTC's rules.

    The servicer will furnish to the trustee, and the trustee will send with
each distribution on a remittance date to each holder of the certificates, a
statement or statements describing the amount of the distribution allocable to
principal and the amount of the distribution allocable to interest. These
amounts will be expressed as a dollar amount per Class A, Class M or Class B
certificate with a 1% percentage interest or per $1,000 denomination of Class
A, Class M or Class B certificate.

Class A Interest

    One month's interest, computed on the basis of a 360-day year of twelve 30-
day months, will be paid to the holders of the Class A certificates pro rata on
each remittance date, to the extent of the amount available in the certificate
account on that date, at the related Class A remittance rate on the then
outstanding principal balance of each class of Class A certificates. Interest
on the Class A certificates will accrue from October 5, 2000, or from the most
recent remittance date on which interest has been paid, to but excluding the
following remittance date.

    The remittance rates for the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6 and Class A-7 certificates are listed on the cover of this
prospectus supplement.

    The principal balance of any class of Class A certificates as of any
remittance date is the original principal balance of that class less all
amounts previously distributed to holders of that class on account of
principal. The Class A principal balance as of any remittance date is the sum
of the Class A-1 principal balance, the Class A-2 principal balance, the Class
A-3 principal balance, the Class A-4 principal balance, the Class A-5 principal
balance, the Class A-6 principal balance and the Class A-7 principal balance.

    If on a particular remittance date, the amount available in the certificate
account is not sufficient to make a full distribution of interest to the
holders of the Class A certificates, the amount available will be distributed
among the outstanding Class A certificates pro rata based on the aggregate
amount of interest due on each class, and the amount of the shortfall will be
carried forward and added to the amount these holders will be entitled to
receive on the next remittance date. A shortfall could occur, for example, if
delinquencies or losses realized on the contracts were exceptionally high and
were concentrated in a particular due period. Any amount carried forward will
bear interest at the remittance rate for each class of Class A certificates, to
the extent permitted by law.

    The Class A-7 remittance rate on each remittance date will be 8.20% per
year, subject to a maximum rate equal to the weighted average of the contract
rates on the contracts in the contract pool, computed on the basis of a 360-day
year of twelve 30-day months. In all but the most unusual prepayment scenarios,
we anticipate that the Class A-7 remittance rate will be 8.20%. In the unlikely
event that a large number of contracts having contract rates higher

                                      S-50
<PAGE>

than 8.20% were to prepay or mature while the contracts having contract rates
equal to or lower than 8.20% did not prepay or mature, with the result that the
interest collections on the remaining contracts were not sufficient to support
a Class A-7 remittance rate of 8.20%, then the Class A-7 remittance rate would
be equal to the weighted average of the contract rates on the contracts
remaining in the contract pool. Of the initial contracts, 96.78% by aggregate
principal balance as of the cut-off date had contract rates higher than 8.20%.
The weighted average of the contract rates on the initial contracts as of the
cut-off date was approximately 11.92%.

Class M-1 Interest

    Interest will be paid to the Class M-1 certificateholders on each
remittance date, up to the amount available in the certificate account after
payment of interest on the Class A certificates. Interest on the outstanding
Class M-1 adjusted principal balance will accrue from October 5, 2000, or from
the most recent remittance date on which interest has been paid, to but
excluding the following remittance date. The Class M-1 principal balance is the
original Class M-1 principal balance less the sum of all amounts previously
distributed to Class M-1 certificateholders on account of principal. The Class
M-1 adjusted principal balance as of any remittance date is the Class M-1
principal balance less any Class M-1 liquidation loss amount. If, on a
particular remittance date, the remaining amount available in the certificate
account is not sufficient to make a full distribution of interest to the
Class M-1 certificateholders, other funds in the certificate account
representing collections received before that remittance date, up to a limited
amount, will be applied to the deficiency, and any remaining deficiency will be
carried forward and added to the amount the holders will be entitled to receive
on the next remittance date. Any amount carried forward will bear interest at
the Class M-1 remittance rate, to the extent permitted by law.

    The Class M-1 remittance rate on each remittance date will be 8.40% per
year, subject to a maximum rate equal to the weighted average of the contract
rates on the contracts in the contract pool, computed on the basis of a 360-day
year of twelve 30-day months. In all but the most unusual prepayment scenarios,
we anticipate that the Class M-1 remittance rate will be 8.40%. In the unlikely
event that a large number of contracts having contract rates higher than 8.40%
were to prepay or mature while the contracts having contract rates equal to or
lower than 8.40% did not prepay or mature, with the result that the interest
collections on the remaining contracts were not sufficient to support a Class
M-1 remittance rate of 8.40%, then the Class M-1 remittance rate would be equal
to the weighted average of the contract rates on the contracts remaining in the
contract pool. Of the initial contracts, 94.04% by aggregate principal balance
as of the cut-off date had contract rates higher than 8.40%. The weighted
average of the contract rates on the initial contracts as of the cut-off date
was approximately 11.92%.

Class M-2 Interest

    Interest will be paid to the Class M-2 certificateholders on each
remittance date, up to the amount available in the certificate account after
payment of interest on the Class A certificates and the Class M-1 certificates.
Interest on the outstanding Class M-2 adjusted principal balance will accrue
from October 5, 2000, or from the most recent remittance date

                                      S-51
<PAGE>

on which interest has been paid, to but excluding the following remittance
date. The Class M-2 principal balance is the original Class M-2 principal
balance less the sum of all amounts previously distributed to Class M-2
certificateholders on account of principal. The Class M-2 adjusted principal
balance as of any remittance date is the Class M-2 principal balance less any
Class M-2 liquidation loss amount. If, on a particular remittance date, the
remaining amount available in the certificate account is not sufficient to make
a full distribution of interest to the Class M-2 certificateholders, other
funds in the certificate account representing collections received before that
remittance date, up to a limited amount, will be applied to the deficiency, and
any remaining deficiency will be carried forward and added to the amount the
holders will be entitled to receive on the next remittance date. Any amount
carried forward will bear interest at the Class M-2 remittance rate, to the
extent permitted by law.

    The Class M-2 remittance rate on each remittance date will be 9.03% per
year, subject to a maximum rate equal to the weighted average of the contract
rates on the contracts in the contract pool, computed on the basis of a 360-day
year of twelve 30-day months. In all but the most unusual prepayment scenarios,
we anticipate that the Class M-2 remittance rate will be 9.03%. In the unlikely
event that a large number of contracts having contract rates higher than 9.03%
were to prepay or mature while the contracts having contract rates equal to or
lower than 9.03% did not prepay or mature, with the result that the interest
collections on the remaining contracts were not sufficient to support a
Class M-2 remittance rate of 9.03%, then the Class M-2 remittance rate would be
equal to the weighted average of the contract rates on the contracts remaining
in the contract pool. Of the initial contracts, 80.47% by aggregate principal
balance as of the cut-off date had contract rates higher than 9.03%. The
weighted average of the contract rates on the initial contracts as of the cut-
off date was approximately 11.92%.

Class B-1 Interest

      Interest will be paid to the Class B-1 certificateholders on each
remittance date, up to the amount available in the certificate account after
payment of interest on the Class A certificates and Class M certificates.
Interest on the outstanding Class B-1 adjusted principal balance will accrue
from October 5, 2000, or from the most recent remittance date on which interest
has been paid, to but excluding the following remittance date. The Class B-1
principal balance is the original Class B-1 principal balance less the sum of
all amounts previously distributed to Class B-1 certificateholders on account
of principal. The Class B-1 adjusted principal balance as of any remittance
date is the Class B-1 principal balance less any Class B-1 liquidation loss
amount. If, on a particular remittance date, the remaining amount available in
the certificate account is not sufficient to make a full distribution of
interest to the Class B-1 certificateholders, other funds in the certificate
account representing collections received before that remittance date, up to a
limited amount, will be applied to the deficiency, and any remaining deficiency
will be carried forward and added to the amount the holders will be entitled to
receive on the next remittance date. Any amount carried forward will bear
interest at the Class B-1 remittance rate, to the extent permitted by law.


                                      S-52
<PAGE>

    The Class B-1 remittance rate on each remittance date will be 10.21% per
year, subject to a maximum rate equal to the weighted average of the contract
rates on the contracts in the contract pool, computed on the basis of a 360-day
year of twelve 30-day months. In all but the most unusual prepayment scenarios,
we anticipate that the Class B-1 remittance rate will be 10.21%. In the
unlikely event that a large number of contracts having contract rates higher
than 10.21% were to prepay or mature while the contracts having contract rates
equal to or lower than 10.21% did not prepay or mature, with the result that
the interest collections on the remaining contracts were not sufficient to
support a Class B-1 remittance rate of 10.21%, then the Class B-1 remittance
rate would be equal to the weighted average of the contract rates on the
Contracts remaining in the contract pool. Of the initial contracts, 71.13% by
aggregate principal balance as of the cut-off date had contract rates higher
than 10.21%. The weighted average of the contract rates on the initial
contracts was approximately 11.92%.

Class A Principal

    Holders of the Class A certificates will be entitled to receive a payment
of principal on each remittance date, to the extent of the amount available in
the certificate account on that date after payment of interest on the Class A
principal balance, the Class M-1 adjusted principal balance, the Class M-2
adjusted principal balance and the Class B-1 adjusted principal balance, in an
amount equal to the Class A Percentage of the "Formula Principal Distribution
Amount," which generally equals the sum of:

    (1) all scheduled payments of principal due on each outstanding contract
        during the related due period, after adjustments for previous
        partial principal prepayments and after any adjustments to a
        contract's amortization schedule as a result of a bankruptcy or a
        similar proceeding involving the related obligor,

    (2) the Scheduled Principal Balance of each contract which, during the
        related due period, Conseco Finance purchased under the pooling and
        servicing agreement on account of breaches of Conseco Finance's
        representations and warranties,

    (3) all partial principal prepayments applied and all principal
        prepayments in full received during the related due period,

    (4) the Scheduled Principal Balance of each contract that became a
        liquidated contract during the related due period, plus the amount
        of any reduction in the outstanding principal balance of a contract
        during the related due period ordered as the result of a bankruptcy
        or similar proceeding involving the related obligor, plus

    (5) without repeating the above, all collections in respect of principal
        on the contracts received during the due period in which the
        remittance date occurs up to and including the third business day
        prior to such remittance date, but in no event later than the 25th
        day of the month before the remittance date, minus

    (6) for all remittance dates other than the remittance date in November
        2000, the amount included in the formula principal distribution
        amount for the preceding remittance date by virtue of clause (5)
        above.

                                      S-53
<PAGE>

    The "Class A Percentage" for any remittance date will equal a fraction,
expressed as a percentage, the numerator of which is the Class A principal
balance, and the denominator of which is the sum of:

    .  the Class A principal balance,

    .  if the Class M-1 distribution test is satisfied on that remittance
       date, the Class M-1 principal balance, otherwise zero,

    .  if the Class M-2 distribution test is satisfied on that remittance
       date, the Class M-2 principal balance, otherwise zero, and

    .  if the Class B distribution test is satisfied on that remittance
       date, the sum of the Class B principal balance and the
       overcollateralization amount, otherwise zero.

    The "Scheduled Principal Balance" of a contract as of any remittance date
is the unpaid principal balance of the contract as specified in the
amortization schedule at the time relating to the contract as of the due date
in the related due period, after giving effect to any previous partial
prepayments and to the payment of principal due on the due date and
irrespective of any delinquency in payment on the contract. The "Pool Scheduled
Principal Balance" as of any remittance date is the aggregate of the Scheduled
Principal Balances of contracts outstanding at the end of the related due
period. A liquidated contract is a defaulted contract as to which all amounts
that the servicer expects to recover through the date of disposition of the
manufactured home have been received.

    The Class A Percentage of the Formula Principal Distribution Amount will be
distributed, up to the amount available after payment of interest accrued on
the Class A principal balance, Class M-1 adjusted principal balance, Class M-2
adjusted principal balance and Class B-1 adjusted principal balance, as
follows:

    .   to the Class A-1 certificateholders until the Class A-1 principal
        balance has been reduced to zero,

    .   then to the Class A-2 certificateholders until the Class A-2
        principal balance has been reduced to zero,

    .   then to the Class A-3 certificateholders until the Class A-3
        principal balance has been reduced to zero,

    .   then to the Class A-4 certificateholders until the Class A-4
        principal balance has been reduced to zero, and

    .   then to the Class A-5 certificateholders until the Class A-5
        principal balance has been reduced to zero, and

    .   then to the Class A-6 certificateholders until the Class A-6
        principal balance has been reduced to zero, and

    .   then to the Class A-7 certificateholders until the Class A-7
        principal balance has been reduced to zero.

Mandatory Prepayments on the Class A Certificates

    If the aggregate principal balance of the initial and additional contracts
transferred to the trust on the closing date is less than $750,000,000, the
trustee will establish and we will

                                      S-54
<PAGE>

fund a pre-funding account on the closing date. The Class A certificates will
be prepaid sequentially, beginning with the Class A-1 certificates, in part on
the first remittance date after the end of the funding period if any funds
remain in the pre-funding account. We believe that, if any pre-funding account
is established, substantially all of the funds will be used to purchase
contracts by December 31, 2000. But it is likely that a small amount of funds
will remain in the pre-funding account, and that the Class A-1
certificateholders will receive a prepayment of principal equal to this amount.
See "Yield and Prepayment Considerations" and "Description of the
Certificates--Conveyance of Subsequent Contracts and Pre-Funding Account."

Class M-1 Principal

    Holders of the Class M-1 certificates will be entitled to receive a payment
of principal on each remittance date on which the Class A principal balance has
been reduced to zero or the Class M-1 distribution test is satisfied. The
amount of principal paid on the Class M-1 certificates on any remittance date
will be the Class M-1 Percentage of the Formula Principal Distribution Amount,
subject to the limit of the amount available in the certificate account on the
remittance date remaining after payment of interest on the Class A principal
balance, the Class M-1 adjusted principal balance, the Class M-2 adjusted
principal balance and the Class B-1 adjusted principal balance and the payment
of principal due on the Class A certificates.

    The "Class M-1 Percentage" for any remittance date will equal

    (1) zero, if the Class A principal balance has not yet been reduced to
        zero and the Class M-1 distribution test is not satisfied, or

    (2) a fraction, expressed as a percentage, the numerator of which is the
        Class M-1 principal balance as of the remittance date, and the
        denominator of which is, as of the remittance date, the sum of:

            (a) any Class A principal balance

            (b) the Class M-1 principal balance,

            (c) if the Class M-2 distribution test is satisfied on that
               remittance date, the Class M-2 principal balance, otherwise
               zero and

            (d) if the Class B distribution test is satisfied on that
               remittance date, the sum of the Class B principal balance and
               the overcollateralization amount, otherwise zero.

    The Class M-1 distribution test will be satisfied if each of the following
tests is satisfied:

    (1) the remittance date occurs in or after November 2004;

    (2) the average sixty-day delinquency ratio test, as defined in the
        pooling and servicing agreement, as of the remittance date must not
        exceed 5.00%;

    (3) cumulative realized losses, as defined in the pooling and servicing
        agreement, as of the remittance date must not exceed a certain
        specified percentage of the cut-off date pool principal balance,
        depending on the year in which the remittance date occurs;

                                      S-55
<PAGE>

    (4) the current realized loss ratio, as defined in the pooling and
        servicing agreement, as of the remittance date must not exceed
        2.75%; and

    (5) the sum of the Class M-1 principal balance, the Class M-2 principal
        balance, the Class B principal balance and the overcollateralization
        amount divided by the pool scheduled principal balance as of the
        immediately preceding remittance date must be equal to or greater
        than 26.25%.

    After payment of all principal then distributable on the Class M-1
certificates, any Class M-1 liquidation loss interest amount that has accrued
and has not previously been paid will be distributed, together with interest on
that amount at the Class M-1 remittance rate to the extent legally permissible,
to the extent of the remaining amount available.

Class M-2 Principal

    Holders of the Class M-2 Certificates will be entitled to receive a payment
of principal on each remittance date on which the Class A principal balance and
the Class M-1 principal balance have been reduced to zero or the Class M-2
distribution test is satisfied. The amount of principal paid on the Class M-2
certificates on any remittance date will be the Class M-2 Percentage of the
Formula Principal Distribution Amount, subject to the limit of the amount
available in the certificate account on the remittance date remaining after
payment of interest on the Class A principal balance, the Class M-1 adjusted
principal balance, the Class M-2 adjusted principal balance and the Class B-1
adjusted principal balance and the payment of principal due on the Class A and
Class M-1 certificates.

    The "Class M-2 Percentage" for any remittance date will equal:

    (1) zero, if the Class A principal balance and the Class M-1 principal
        balance have not yet been reduced to zero and the Class M-2
        distribution test is not satisfied, or

    (2) a fraction, expressed as a percentage, the numerator of which is the
        Class M-2 principal balance as of the remittance date, and the
        denominator of which is, as of the remittance date, the sum of:

            (a) any Class A principal balance,

            (b) any Class M-1 principal balance,

            (c) the Class M-2 principal balance, and

            (d) if the Class B distribution test is satisfied on that
                remittance date, the sum of the Class B principal balance and
                the overcollateralization amount, otherwise zero.

    The Class M-2 distribution test will be satisfied if each of the following
tests is satisfied:

    (1) the remittance date occurs in or after November 2004;

    (2) the average sixty-day delinquency ratio test, as defined in the
        pooling and servicing agreement, as of the remittance date must not
        exceed 5.00%;

                                      S-56
<PAGE>

    (3) cumulative realized losses, as defined in the pooling and servicing
        agreement, as of the remittance date must not exceed a specified
        percentage of the cut-off date pool principal balance, depending on
        the year in which the remittance date occurs;

    (4) the current realized loss ratio, as defined in the pooling and
        servicing agreement, as of the remittance date must not exceed
        2.75%; and

    (5) the sum of the Class M-2 principal balance, the Class B principal
        balance and the overcollateralization amount divided by the pool
        scheduled principal balance as of the immediately preceding
        remittance date must be equal to or greater than 18.75%.

    After payment of all principal then distributable on the Class M-2
certificates, any Class M-2 liquidation loss interest amount that has accrued
and has not previously been paid will be distributed, together with interest on
that amount at the Class M-2 remittance rate to the extent legally permissible,
up to the remaining amount available.

Class B-1 Principal

    Holders of the Class B-1 certificates will be entitled to receive a payment
of principal on each remittance date on which the Class A principal balance,
the Class M-1 principal balance and the Class M-2 principal balance have been
reduced to zero or the Class B distribution test is satisfied. The amount of
principal paid on the Class B-1 certificates on any remittance date will be the
Class B Percentage of the Formula Principal Distribution Amount, subject to the
limit of the amount available in the certificate account on the remittance date
remaining after payment of interest on the Class A principal balance, the Class
M-1 adjusted principal balance, the Class M-2 adjusted principal balance and
the Class B-1 adjusted principal balance and the payment of principal due on
the Class A and Class M certificates.

    The "Class B Percentage" for any remittance date will equal:

    (1) zero, if the Class A principal balance, the Class M-1 principal
        balance and the Class M-2 principal balance have not yet been
        reduced to zero and the Class B distribution test is not satisfied
        or

    (2) a fraction, expressed as a percentage, the numerator of which is the
        sum of the Class B principal balance and the overcollateralization
        amount as of the remittance date, and the denominator of which is,
        as of the remittance date, the sum of:

            (a) any Class A principal balance,

            (b) any Class M-1 principal balance,

            (c) any Class M-2 principal balance, and

            (d) the sum of the Class B principal balance and the
               overcollateralization amount.


                                      S-57
<PAGE>

    The Class B distribution test will be satisfied if each of the following
tests is satisfied:

    (1) the remittance date occurs in or after November 2004;

    (2) the average sixty-day delinquency ratio test, as defined in the
        pooling and servicing agreement, as of the remittance date must not
        exceed 5.00%;

    (3) the cumulative realized losses, as defined in the pooling and
        servicing agreement, as of the remittance date must not exceed a
        specified percentage of the cut-off date pool principal balance,
        depending on the year in which the remittance date occurs:

    (4) the current realized loss ratio, as defined in the pooling and
        servicing agreement, as of the remittance date must not exceed
        2.75%;

    (5) the sum of the Class B principal balance and the
        overcollateralization amount divided by the pool scheduled principal
        balance as of the immediately preceding remittance date must be
        equal to or greater than 12.75%; and

    (6) the Class B principal balance must not be less than $15,000,000.

    After payment of all principal then distributable on the Class B-1
certificates, any Class B-1 liquidation loss interest amount that has accrued
and has not previously been paid will be distributed, together with interest
on that amount at the Class B-1 remittance rate to the extent legally
permissible, up to the remaining amount available.

Class B-2 Interest

    Interest will be paid to the Class B-2 certificateholders on each
remittance date, up to any remaining amount available after payment of all
interest and principal due on the Class A, Class M and Class B-1 certificates.
Interest on the outstanding Class B-2 principal balance will accrue from
October 5, 2000, or from the most recent remittance date on which interest has
been paid, to but excluding the following remittance date. The Class B-2
principal balance is the original Class B-2 principal balance less the sum of
all amounts previously distributed to Class B-2 certificateholders on account
of principal.

    If, on a particular remittance date, the remaining amount available in the
certificate account is not sufficient to make a full distribution of interest
to the Class B-2 certificateholders, the amount of the deficiency will be
carried forward and added to the amount the holders will be entitled to
receive on the next remittance date. Any amount carried forward will bear
interest at the Class B-2 remittance rate, as permitted by law.

    The Class B-2 remittance rate on each remittance date will be 9.80% per
year, subject to a maximum rate equal to the weighted average of the contract
rates on the contracts in the contract pool, computed on the basis of a 360-
day year of twelve 30-day months. In the event that a large number of
contracts having contract rates higher than 9.80% were to prepay or mature
while the contracts having contract rates equal to or lower than 9.80% did not
prepay or mature, with the result that the interest collections on the
remaining contracts were not sufficient to support a Class B-2 remittance rate
of 9.80%, then the Class B-2 remittance rate would be equal to the weighted
average of the contract rates on the contracts remaining in the contract pool.
Of the initial contracts, 74.62% by aggregate principal

                                     S-58
<PAGE>

balance as of the cut-off date had contract rates higher than 9.80%. The
weighted average of the contract rates on the initial contracts as of the cut-
off date was approximately 11.92%.

Class B-2 Principal

    The Class B-2 certificateholders will be entitled to receive principal only
on remittance dates on which:

    .  the Class B-1 principal balance has been reduced to zero, which we
       refer to as the "Class B-1 Cross-Over Date" and

    .  the Class B distribution test is satisfied or the Class A principal
       balance, the Class M-1 principal balance and the Class M-2 principal
       balance have been reduced to zero.

    On each remittance date on or after the Class B-1 Cross-Over Date on which
each Class B distribution test is satisfied, the Class B Percentage of the
Formula Principal Distribution Amount will be distributed, to the extent of the
remaining amount available after payment of interest on the Class B-2
certificates, to the Class B-2 certificateholders until the Class B-2 principal
balance has been reduced to zero.

Subordination of Class M Certificates, Class B Certificates, Class B-3I
Certificates and Class C Certificates

    The rights of the holders of the Class M-1 certificates, the Class M-2
certificates, the Class B certificates, the Class B-3I certificates and the
Class C certificates to receive distributions on the contracts in the trust
will be subordinated to the rights of the Class A certificateholders, as
described in this section. This subordination is intended to enhance the
likelihood of regular receipt by the holders of the Class A certificates of the
full amount of their scheduled monthly payments of principal and interest and
to afford these holders protection against losses on liquidated contracts. The
protection afforded to the Class A certificateholders by means of the
subordination feature will be accomplished by the preferential right of the
Class A certificateholders to receive on any remittance date the amount of
interest due on the Class A certificates, including any interest due on a prior
remittance date but not received, prior to any distribution being made on a
remittance date in respect of interest on the Class M certificates, the Class B
certificates and the Class B-3I certificates. Thereafter, any remaining amount
available in the certificate account will be applied to the payment of interest
due on the Class M-1 certificates, then to the Class M-2 certificates, and then
to the Class B-1 certificates.

      After payment of all interest due on the Class A principal balance, the
Class M-1 adjusted principal balance, the Class M-2 adjusted principal balance
and the Class B-1 adjusted principal balance, any remaining amount available
will be distributed in the following order of priority:

    (1) first, the Class A Percentage of the Formula Principal Distribution
        Amount will be distributed to the Class A certificateholders;

                                      S-59
<PAGE>

    (2) then, if the remaining amount available is sufficient, the Class M-1
        Percentage of the Formula Principal Distribution Amount plus any
        unpaid Class M-1 liquidation loss interest amount will be
        distributed to the Class M-1 certificateholders;

    (3) then, if the remaining amount available is sufficient, the Class M-2
        Percentage of the Formula Principal Distribution Amount plus any
        unpaid Class M-2 liquidation loss interest amount will be
        distributed to the Class M-2 certificateholders;

    (4) then, if the remaining amount available is sufficient, the Class B
        Percentage of the Formula Principal Distribution Amount plus any
        unpaid Class B-1 liquidation loss interest amount will be
        distributed to the Class B-1 certificateholders.

After distribution of all interest and principal then payable on the Class A,
Class M and Class B-1 certificates, the Class B-2 certificateholders will be
entitled to distribution of all interest and principal then payable on the
Class B-2 certificates.

    In addition, the rights of the holders of the Class B-2 certificates, the
Class B-3I certificates and the Class C certificates to receive distributions
will be subordinate to the rights of the Class B-1 certificateholders. This
subordination is intended to enhance the likelihood of regular receipt by the
holders of the Class B-1 certificates of the full amount of their scheduled
monthly payments of principal and interest and to afford the holders protection
against losses on liquidated contracts. The protection afforded to the Class B-
1 certificateholders by means of the subordination feature will be accomplished
by the preferential right of the Class B-1 certificateholders to receive, prior
to any distribution being made on a remittance date on the Class B-2
certificates, the Class B-3I certificates and the Class C certificates, the
amount of principal and interest due them on each remittance date out of the
remaining amount available on deposit on that date in the certificate account
and by the right of the Class B-1 certificateholders to receive future
distributions on the contracts that would otherwise be payable to the holders
of Class B-2 certificates.

    The rights of the Class B-3I and Class C certificateholders to receive
distributions will be subordinated to the rights of the Class B-2
certificateholders. On each remittance date the Class B-3I certificateholders
will receive any remaining amount available, after payment of the amount
distributed to the Class A, Class M, Class B-1 and Class B-2 certificateholders
as described above, less the monthly servicing fee and amounts retained by the
servicer to reimburse itself for taxes paid for prohibited transactions, but in
no event greater than the excess interest, as defined in the pooling and
servicing agreement. On each remittance date, the Class C subsidiary
certificateholder will be entitled to receive any portion of the remaining
amount available, after payment of all amounts described above, attributable to
aggregate repossession profits, as defined in the pooling and servicing
agreement.

    As described above, before the Class A principal balance is reduced to
zero, the distribution of principal to the Class A certificateholders on any
remittance date is intended to include the Class A percentage of the scheduled
principal balance of each contract that became a liquidated contract during the
related due period. If the liquidation proceeds, net of related liquidation
expenses, from the liquidated contract are less than its scheduled principal

                                      S-60
<PAGE>

balance plus accrued interest, the deficiency will, in effect, be absorbed by
the overcollateralization amount and the Class M, Class B, Class B-3I and Class
C certificateholders and Conseco Finance, since a portion of the amount
available equal to that deficiency and otherwise distributable to them will be
paid to the Class A certificateholders. If the amount available is not
sufficient to cover the entire amount distributable to the Class A
certificateholders, the Class M-1 certificateholders or the Class M-2
certificateholders on a particular remittance date, then the amount
distributable to the Class A certificateholders, the Class M-1
certificateholders or the Class M-2 certificateholders, as applicable, will be
increased on future remittance dates by the amount of that deficiency plus the
applicable interest on that amount. To the extent such deficiency is not
covered by future collections or is not absorbed by the overcollateralization
amount, the Class B-3I certificateholders or the monthly servicing fee, so long
as Conseco Finance is the servicer, the Class B certificateholders will absorb
these deficiencies. If the amount available is sufficient to cover the
amounts distributable on principal to the Class A certificateholders, the Class
M-1 certificateholders or the Class M-2 certificateholders, but is not
sufficient to cover any amounts distributable on principal to the Class B-1
certificateholders on a particular remittance date, the amount of the
deficiency will be carried forward as an amount that the Class B-1
certificateholders are entitled to receive on the next remittance date.
Consequently, but for the effect of the overcollateralization amount and the
relative subordination of the monthly servicing fee payable to the servicer so
long as Conseco Finance is the servicer and amounts otherwise distributable to
the Class B-2, Class B-3I and Class C certificateholders, the Class B-1
certificateholders will absorb:

    .  all losses on each liquidated contract in the amount by which its
       liquidation proceeds, net of the related liquidation expenses, are
       less than its unpaid principal balance plus accrued and unpaid
       interest less the monthly servicing fee; and

    .  all delinquent payments on the contracts.

But for the effect of the overcollateralization amount and the relative
subordination of the monthly servicing fee payable to the servicer so long as
Conseco Finance is the servicer and amounts otherwise distributable to the
Class B-3I and the Class C certificateholders, the Class B-2 certificateholders
will absorb:

    .  all losses on each liquidated contract in the amount by which its
       liquidation proceeds, net of the related liquidation expenses, are
       less than its unpaid principal balance plus accrued and unpaid
       interest less the monthly servicing fee; and

    .  all delinquent payments on the contracts.

Overcollateralization

    On the closing date, the sum of the aggregate principal balance of the
contracts as of the cut-off date and the original pre-funded amount will exceed
the aggregate original principal balances of the certificates by approximately
$7,500,000, or approximately 1.00% of the aggregate cut-off date principal
balance of the contracts included in the trust as of the closing date plus the
original pre-funded amount. Beginning on the first remittance date, the
certificateholders will also receive an additional distribution in respect of
principal, to the extent there is any amount available remaining after payment
of all interest and principal on

                                      S-61
<PAGE>

the certificates and the monthly servicing fee to the servicer for that
remittance date, until the remittance date on which a total of $7,500,000 has
been paid as additional principal. These additional principal distributions
will be paid on the various classes of certificates in the manner described
under "Description of the Certificates--Distributions." As a result, the
overcollateralization amount should increase from $7,500,000 on the closing
date to $15,000,000. If the amount available in the certificate account on a
particular remittance date is not sufficient to make a full distribution of the
Formula Principal Distribution Amount to those classes of certificates then
entitled to receive principal distributions, the shortfall will be carried
forward and added to the amount of principal those certificateholders will be
entitled to receive on the next remittance date. As a result, if the
overcollateralization amount is reduced by losses on the contracts, as
described under "--Losses on Liquidated Contracts" below, the
overcollateralization amount will be restored to its prior level as the amount
available in the certificate account on subsequent remittance dates is
sufficient to pay shortfalls in the required principal distributions for prior
remittance dates.

Losses on Liquidated Contracts

    In the event the amount available in the certificate account for any
remittance date is insufficient to distribute the full formula principal
distribution amount for that remittance date to the certificateholders, any
overcollateralization amount would be reduced by the amount of that deficiency.
If the overcollateralization amount were reduced to zero, further losses and
delinquencies would cause the aggregate outstanding principal balance of the
certificates to be greater than the pool scheduled principal balance. If this
occurs, the amount of the deficiency, which we refer to as the "liquidation
loss amount," would be allocated first to the Class B-2 certificates. If on any
remittance date the sum of the Class A principal balance, the Class M-1
principal balance, the Class M-2 principal balance and the Class B-1 principal
balance equal the pool scheduled principal balance, no further liquidation loss
amounts could be allocated to the Class B-2 certificates and any further
liquidation loss amounts realized would be allocated to reduce the Class B-1
adjusted principal balance. If the Class B-1 adjusted principal balance were
reduced to zero, any further liquidation loss amounts realized would be
allocated to reduce the Class M-2 adjusted principal balance. If the Class M-2
adjusted principal balance were reduced to zero, any further liquidation loss
amounts realized would be allocated to the Class M-1 adjusted principal
balance. Any liquidation loss amounts would be reduced on subsequent remittance
dates to the extent that the amount available in the certificate account on
that subsequent remittance date is sufficient to permit the distribution of
principal due on the certificates on prior remittance dates but not paid. If
the adjusted principal balance of a class of certificates were reduced by a
liquidation loss amount, interest accruing on that class other than the Class
B-2 certificates would be calculated on the adjusted principal balance of that
class. The interest accruing on that class's liquidation loss amount each
month, plus interest at the applicable remittance rate on any liquidation loss
interest amount due on a prior remittance date but not paid, would be paid to
the certificateholders of that class from the amount available after
distribution of principal on that class but prior to any distribution of
principal on a subordinate class.


                                      S-62
<PAGE>

Capitalized Interest Account

    Because payments received with respect to interest on the contracts may be
insufficient to cover payments of interest on the certificates on the
remittance dates in November and December 2000, a capitalized interest account
will be established on the closing date with a deposit of an amount approved by
the rating agencies. Funds on deposit in the capitalized interest account will
be invested in eligible investments, as described under "--Payments on
Contracts; Distributions on Certificates." If the amount available is
insufficient to make a full distribution of interest on the certificates, other
than the Class B-2 certificates, on the remittance dates in November and
December 2000, the trustee will withdraw the amount of any shortfall from the
capitalized interest account and deposit that amount in the certificate
account. The capitalized interest account will be part of the trust but not
part of the Master REMIC or the Subsidiary REMIC. Any funds remaining on
deposit in the capitalized interest account after the distribution to
certificateholders in December 2000 will be released to one of Conseco
Finance's subsidiaries.

Reports to Certificateholders

    The servicer will furnish to the trustee, and the trustee will include with
each distribution to a Class A certificateholder, a statement with the
following information for the related remittance date:

    (a) the amount of the distribution to holders of the Class A
        certificates allocable to interest, separately identifying any prior
        Class A interest shortfall included in the distribution and any
        remaining Class A interest shortfall after giving effect to the
        distribution;

    (b) the amount of the distribution to holders of the Class A
        certificates allocable to principal, separately identifying the
        aggregate amount of any principal prepayments included in the
        distribution and any remaining Class A principal shortfall after
        giving effect to the distribution;

    (c) the principal balance of the Class A certificates after giving
        effect to the distribution of principal on the remittance date;

    (d) the Class A Percentage for the related remittance date and the
        following remittance date;

    (e) the pool scheduled principal balance of the contracts and the
        overcollateralization amount, if any;

    (f) the pool factor, which is a percentage derived from a fraction the
        numerator of which is the sum of the Class A principal balance, the
        Class M-1 principal balance, the Class M-2 principal balance and the
        Class B principal balance and the denominator of which is the cut-
        off date pool principal balance;

    (g) the number and aggregate principal balance of contracts delinquent
        (1) 30-59 days and (2) 60 or more days;

    (h) the number of manufactured homes that were repossessed during the
        related due period;

                                      S-63
<PAGE>

    (i) the number of manufactured homes that were repossessed but remain in
        inventory as of the last day of the related due period;

    (j) the Class M-1 distribution test;

    (k) the Class M-2 distribution test;

    (l) the Class B distribution test;

    (m) the weighted average contract rate of all outstanding contracts;

    (n) any deficiency in the amount available to pay the Class M-1 interest
        for the remittance date;

    (o) any deficiency in the amount available to pay the Class M-2 interest
        for the remittance date;

    (p) any deficiency in the amount available to pay the Class B-1 interest
        for the remittance date; and

    (q) the additional principal distribution amount, if any, for the
        remittance date.

    Information furnished for clauses (a) and (b) will be expressed as dollar
amounts per $1,000 denomination of Class A certificate.

    In addition, within a reasonable period of time after the end of each
calendar year, the servicer will furnish a report to each Class A
certificateholder of record at any time during such calendar year as to the
aggregate of amounts reported for (a) and (b) above for that calendar year.

    The servicer will furnish to the trustee, and the trustee will include with
each distribution to a Class M-1 certificateholder, a statement with the
following information for the related remittance date:

    (a) the amount of the distribution to holders of the Class M-1
        certificates allocable to interest, separately identifying any prior
        Class M-1 interest shortfall included in the distribution and any
        remaining Class M-1 interest shortfall after giving effect to the
        distribution, and any Class M-1 liquidation loss interest amount;

    (b) the amount of the distribution to holders of the Class M-1
        certificates allocable to principal, separately identifying the
        aggregate amount of any principal prepayments included in the
        distribution and any remaining Class M-1 principal shortfall after
        giving effect to the distribution;

    (c) the principal balance and adjusted principal balance, if different,
        of the Class M-1 certificates after giving effect to the
        distribution of principal on the remittance date;

    (d) the Class M-1 Percentage for the related remittance date and the
        following remittance date; and

    (e) the information described above in clauses (e) through (q) of the
        reports to the Class A certificateholders.

                                      S-64
<PAGE>

    Information furnished for clauses (a) and (b) will be expressed as dollar
amounts per $1,000 denomination of Class M-1 certificate.

    In addition, within a reasonable period of time after the end of each
calendar year, the servicer will furnish a report to each Class M-1
certificateholder of record at any time during that calendar year as to the
aggregate of amounts reported for (a) and (b) above for that calendar year.

    The servicer will furnish to the trustee, and the trustee will include with
each distribution to a Class M-2 certificateholder, a statement with the
following information for the related remittance date:

    (a) the amount of the distribution to holders of the Class M-2
        certificates allocable to interest, separately identifying any prior
        Class M-2 interest shortfall included in the distribution and any
        remaining Class M-2 interest shortfall after giving effect to the
        distribution, and any Class M-2 liquidation loss interest amount;

    (b) the amount of the distribution to holders of the Class M-2
        certificates allocable to principal separately identifying the
        aggregate amount of any principal prepayments included in the
        distribution and any remaining Class M-2 principal shortfall after
        giving effect to the distribution;

    (c) the principal balance and adjusted principal balance, if different,
        of the Class M-2 certificates after giving effect to the
        distribution of principal on the remittance date;

    (d) the Class M-2 percentage for the related remittance date and the
        following remittance date; and

    (e) the information described above in clauses (e) through (q) of the
        reports to the Class A certificateholders.

    Information furnished for clauses (a) and (b) will be expressed as dollar
amounts per $1,000 denomination of Class M-2 certificate.

    In addition, within a reasonable period of time after the end of each
calendar year, the servicer will furnish a report to each Class M-2
certificateholder of record at any time during such calendar year as to the
aggregate of amounts reported pursuant to (a) and (b) above for such calendar
year.

    The servicer will furnish to the trustee, and the trustee will include with
each distribution to a Class B-1 certificateholder, a statement with the
following information for the related remittance date.

    (a) the amount of the distribution to holders of the Class B-1
        certificates allocable to interest, separately identifying any prior
        Class B-1 interest shortfall included in the distribution and any
        remaining Class B-1 interest shortfall after giving effect to the
        distribution, and any Class B-1 liquidation loss amount;

    (b) the amount of the distribution to holders of the Class B-1
        certificates allocable to principal, separately identifying the
        aggregate amount of any principal prepayments included in the
        distribution and any remaining Class B-1 principal shortfall after
        giving effect to such distribution;

                                      S-65
<PAGE>

    (c) the principal balance and adjusted principal balance, if different,
        of the Class B-1 certificates after giving effect to the
        distribution of principal on the remittance date;

    (d) the Class B percentage for the related remittance date and the
        following remittance date; and

    (e) the information described above in clauses (e) through (q) of the
        reports to the Class A certificateholders.

    Information furnished for clauses (a) and (b) will be expressed as dollar
amounts per $1,000 denomination of Class B-1 certificate.

    In addition, within a reasonable period of time after the end of each
calendar year, the servicer will furnish a report to each Class B-1
certificateholder of record at any time during that calendar year as to the
aggregate of amounts reported for (a) and (b) above for that calendar year.

    The servicer will furnish to the trustee, and the trustee will include with
each distribution to a Class B-2 certificateholder, a statement with the
following information for the related remittance date.

    (a) the amount of the distribution to holders of Class B-2 certificates
        allocable to interest, separately identifying any prior Class B-2
        interest shortfall included in the distribution and any remaining
        Class B-2 interest shortfall after giving effect to such
        distribution;

    (b) the amount of the distribution to holders of Class B-2 certificates
        allocable to principal, separately identifying the aggregate amount
        of any principal prepayments included in the distribution and any
        remaining Class B-2 principal shortfall after giving effect to the
        distribution;

    (c) the amount, if any, by which the Class B-2 formula distribution
        amount exceeds the Class B-2 remaining amount available for the
        remittance date;

    (d) the Class B-2 principal balance after giving effect to the
        distribution of principal on the remittance date;

    (e) the Class B Percentage for the related remittance date and the
        following remittance date;

    (f) any Class B-2 liquidation loss amount for the remittance date; and

    (g) the information described above in clauses (e) through (q) of the
        reports to the Class A certificateholders.

    Information furnished for clauses (a) and (b) will be expressed as dollar
amounts per $1,000 denomination of Class B-2 certificate.

    In addition, within a reasonable period of time after the end of each
calendar year, the servicer will furnish a report to each Class B-2
certificateholder of record at any time during that calendar year as to the
aggregate amounts reported for (a) and (b) above for that calendar year.

                                      S-66
<PAGE>

Purchase Option; Auction Sale; Additional Principal Distributions

    The pooling and servicing agreement provides that on any remittance date on
which the pool scheduled principal balance is less than or equal to 20% of the
cut-off date pool principal balance, the holder of the Class C Subsidiary
certificate will have the right to purchase all outstanding contracts at a
price equal to the greater of:

    (1) the sum of:

            (a) 100% of the scheduled principal balance of each contract,
                other than any contract as to which the related manufactured
                home has been repossessed and whose fair market value is
                included in clause (b) below, and

            (b) the fair market value of any acquired property, as determined
                by Conseco Finance; and

    (2) the aggregate fair market value, as determined by Conseco Finance,
        of all of the assets of the trust,

plus, in each case, any unpaid interest at the applicable remittance rate on
each class of Class A certificates, any unpaid interest at the Class M-1
remittance rate on the Class M-1 certificates, any unpaid interest at the Class
M-2 remittance rate on the Class M-2 certificates, and any unpaid interest at
the related remittance rate on each class of Class B certificates, as well as
one month's interest at the applicable contract rate on the scheduled principal
balance of each outstanding contract, including any contract as to which the
related manufactured home has been repossessed.

    The amount paid by the Class C Subsidiary certificateholder will be
distributed to all outstanding certificateholders on the remittance date
occurring in the month following the date of purchase. The Class C Subsidiary
certificateholder must give the trustee and DTC at least 30 days' prior notice
of its intent to exercise this option.

    If the holder of the Class C Subsidiary certificate does not exercise this
purchase option, then on the next remittance date the trustee will begin an
auction process to sell the contracts and the other trust assets at the highest
possible price, but the trustee cannot sell the trust assets and liquidate the
trust unless the proceeds of that sale are sufficient to pay the aggregate
unpaid principal balance of the certificates plus all accrued and unpaid
interest. If the auction of the trust property is not successful because the
highest bid received was too low, then on each remittance date after that all
of the amount available remaining after payments of interest and principal due
on all certificates and payment of the monthly servicing fee will be used to
make additional payments of principal on the outstanding Class M-1, Class M-2,
Class B-1 and Class B-2 certificates, pro rata based on the then outstanding
principal balance of such certificates. In addition, the trustee will continue
to conduct an auction of the contracts every third month after that, until an
acceptable bid is received for the trust property. The Class C Subsidiary
certificateholder's purchase option will expire upon the trustee's acceptance
of a qualifying bid.

                                      S-67
<PAGE>

Termination of the Pooling and Servicing Agreement

    The pooling and servicing agreement will terminate upon the last action
required to be taken by the trustee on the remittance date following the later
of:

    (1) the purchase by the holder of the Class C Subsidiary certificate as
        described above under "--Purchase Option; Auction Sale; Additional
        Principal Distributions," or

    (2) the final payment or other liquidation of the last contract
        remaining in the trust or the disposition of all property acquired
        upon repossession of any manufactured home.

    Upon presentation and surrender of the certificates, the trustee shall
cause to be distributed, in the following order of priority, to
certificateholders on the final remittance date in proportion to their
respective percentage interests an amount equal to:

    (1)any unpaid interest on any class of Class A certificates,

    (2)any unpaid interest on the Class M-1 certificates,

    (3)any unpaid interest on the Class M-2 certificates,

    (4)any unpaid interest on the Class B-1 certificates,

    (5)the principal balance of each class of Class A certificates,

    (6)the Class M-1 principal balance,

    (7)the Class M-2 principal balance,

    (8)the Class B-1 principal balance,

    (9)any unpaid interest on the Class B-2 certificates,

    (10)the Class B-2 principal balance,

    (11)any unpaid interest on the Class B-3I certificates and,

    (12) as to the Class C certificates, the amount which remains on deposit
         in the certificate account, other than amounts retained to meet
         claims, after application under clauses (1)-(11) above.

Amendment

    The pooling and servicing agreement may be amended by agreement of the
trustee, Conseco Finance, Conseco Securitizations and the servicer, if the
servicer is not Conseco Finance, at any time, without the consent of the
certificateholders, to correct manifest error, to cure any ambiguity, to
correct or supplement any provision which may be inconsistent with any other
provision, to add or amend any provision as required by S&P, Moody's, Fitch or
any other nationally recognized statistical rating organization in order to
improve or maintain the rating of any class of Class A certificates, Class
M certificates or Class B certificates or to add other provisions not
inconsistent with the agreement upon receipt of an opinion of counsel to the
servicer that the amendment will not adversely affect in any material respect
the interests of any certificateholder. Neither we nor the servicer is
obligated to take any action to maintain or improve the rating given any class
of Class A certificates, Class M certificates or Class B certificates.

                                      S-68
<PAGE>

    The pooling and servicing agreement may also be amended from time to time
by the trustee, Conseco Finance, Conseco Securitizations and the servicer, if
the servicer is not Conseco Finance, with the consent of the holders of
certificates of each class affected evidencing, as to each class, percentage
interests aggregating at least 51%, provided that no amendment shall:

    .  reduce in any manner the amount of, or delay the timing of,
       collections of payments on contracts or distributions which are
       required to be made on any certificate without the consent of the
       holder of each certificate affected,

    .  reduce these percentages of certificateholders required for any
       amendment of the agreement, without the unanimous consent of the
       certificateholders,

    .  adversely affect the status of either the Subsidiary REMIC or the
       Master REMIC as a REMIC or the status of the certificates as regular
       interests in the REMIC, or cause any tax to be imposed on the trust,
       or

    .  modify in any manner the rights of the Class C certificateholders,
       without the unanimous consent of the Class C certificateholders.

    The pooling and servicing agreement may also be amended from time to time,
without the consent of any certificateholders, by Conseco Finance, Conseco
Securitizations, the trustee and the servicer, if the servicer is not Conseco
Finance, to modify, eliminate or add to the provisions of the agreement:

  (1) to maintain the qualification of each of the Subsidiary REMIC and the
      Master REMIC as a REMIC under the Internal Revenue Code or avoid, or
      reduce the risk of, the imposition of any tax on the trust under the
      Internal Revenue Code that would be a claim against the trust assets,
      provided that:

      (a) an opinion of counsel is delivered to trustee to the effect that
          the action is necessary to maintain the qualification or avoid a
          tax or reduce the risk of its imposition and

      (b) the amendment shall not materially adversely affect the
          interests of any certificateholder, or

  (2) to prevent the trust from entering into any prohibited transaction as
      defined in Section 860F of the Internal Revenue Code.

    The pooling and servicing agreement may not be amended, without the consent
of 100% of the certificateholders, if such amendment would result in the
disqualification of either the Subsidiary REMIC or the Master REMIC as a REMIC
under the Internal Revenue Code.

    The trustee is required under the pooling and servicing agreement to
furnish certificateholders affected with notice promptly upon execution of any
amendment to the agreement.

The Trustee

    U.S. Bank National Association is a national banking association, the
corporate trust offices of which are located at 180 East Fifth Street, St.
Paul, Minnesota 55101.

                                      S-69
<PAGE>

    The pooling and servicing agreement requires the trustee to maintain, at
its own expense, an office or agency in St. Paul, Minnesota, where certificates
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the trustee and the certificate registrar and transfer
agent for the certificates under the agreement may be served. On the date of
this prospectus supplement, the address of the trustee for these purposes is
180 East Fifth Street, St. Paul, Minnesota 55101. The trustee will promptly
give written notice to Conseco Finance, the servicer, Conseco Securitizations
and the certificateholders of any change in address.

Registration of the Certificates

    The certificates will initially be registered in the name of Cede & Co.,
the nominee of The Depository Trust Company or DTC. Holders of the certificates
may hold through DTC in the United States or Clearstream Banking, societe
anonyme or Euroclear in Europe if they are participants of these systems, or
indirectly through organizations that are participants in these systems.

    Cede & Co., as nominee for DTC, will hold the certificates. Clearstream and
Euroclear will hold omnibus positions in the certificates on behalf of the
Clearstream participants and the Euroclear participants, through customers'
securities accounts in Clearstream's and Euroclear's names on the books of
their respective depositaries, which in turn will hold such positions in
customers' securities accounts in the depositaries' names on the books of DTC.

    DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a clearing
corporation within the meaning of the New York Uniform Commercial Code and a
clearing agency registered under the provisions of Section 17A of the 1934 Act.
DTC accepts securities for deposit from its participating organizations and
facilitates the clearance and settlement of securities transactions between
participants in the securities through electronic book-entry changes in
accounts of participants, eliminating the need for physical movement of
certificates. Participants include securities brokers and dealers, banks and
trust companies and clearing corporations and may include other organizations.
Indirect access to the DTC system is also available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.

    Transfers between DTC's participating organizations will occur in
accordance with DTC rules. Transfers between Clearstream participants and
Euroclear participants will occur in the ordinary way according to their
applicable rules and operating procedures.

    Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream
participants or Euroclear participants, on the other, will be effected in DTC
according to DTC rules on behalf of the relevant European international
clearing system by its depositary; however, such cross-market transactions will
require delivery of instructions to the relevant European international
clearing system by the counterparty in such system according to its rules and

                                      S-70
<PAGE>

procedures and within its established deadlines. The relevant European
international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to its depositary to take action to effect
final settlement on its behalf by delivering or receiving securities in DTC,
and making or receiving payment according to normal procedures for same-day
funds settlement applicable to DTC. Clearstream participants and Euroclear
participants may not deliver instructions directly to the depositaries.

    Because of time-zone differences, credits of securities in Clearstream or
Euroclear for a transaction with a participant will be made during the
subsequent securities settlement processing, dated the business day following
the DTC settlement date, and these credits or any transactions in the
securities settled during the processing will be reported to the relevant
Clearstream participant or Euroclear participant on the following business day.
Cash received in Clearstream or Euroclear for sales of securities by or through
a Clearstream participant or a Euroclear participant to a participant will be
received with value on the DTC settlement date but will be available in the
relevant Clearstream or Euroclear cash account only as of the business day
following settlement in DTC.

    Clearstream is incorporated under the laws of Luxembourg as a limited
liability company. Clearstream holds securities for its participating
organizations and facilitates the clearance and settlement of securities
transactions between Clearstream participants through electronic book-entry
changes in accounts of Clearstream participants, thereby eliminating the need
for physical movement of securities. Transactions may be settled in Clearstream
in any of 28 currencies, including United States dollars. Clearstream provides
to its Clearstream participants, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities
and securities lending and borrowing. Clearstream interfaces with domestic
markets in several countries. As a professional depository, Clearstream is
subject to regulation by the Luxembourg Monetary Institute. Clearstream
participants are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations and may include the underwriters.
Indirect access to Clearstream is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Clearstream Participant, either directly or indirectly.

    The Euroclear System was created in 1968 to hold securities for
participants of the Euroclear System and to clear and settle transactions
between Euroclear participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement of
securities and any risk from lack of simultaneous transfers of securities and
cash. Transactions may now be settled in Euroclear in any of 32 currencies,
including United States dollars. The Euroclear System includes various other
services, including securities lending and borrowing, and interfaces with
domestic markets in several countries generally similar to the arrangements for
cross-market transfers with DTC described in Annex I hereto. The Euroclear
System is operated by Morgan Guaranty Trust Company of New York, Brussels,
Belgium office, under contract with Euroclear Clearance System, S.C., a Belgian
cooperative corporation. All operations are conducted by the

                                      S-71
<PAGE>

Euroclear Operator, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear Operator, not the
Cooperative. The Cooperative establishes policy for the Euroclear System on
behalf of Euroclear participants. Euroclear participants include banks,
including central banks, securities brokers and dealers and other professional
financial intermediaries and may include the underwriters. Indirect access to
the Euroclear System is also available to other firms that clear through or
maintain a custodial relationship with a Euroclear participant, either directly
or indirectly.

    The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it
is regulated and examined by the Board of Governors of the Federal Reserve
System and the New York State Banking Department, as well as the Belgian
Banking Commission.

    Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related operating procedures of the Euroclear System and applicable Belgian
law, collectively, the terms and conditions. The terms and conditions govern
transfers of securities and cash within the Euroclear System, withdrawal of
securities and cash from the Euroclear System, and receipts of payments with
respect to securities in the Euroclear System. All securities in the Euroclear
System are held on a fungible basis without attribution of specific securities
to specific securities clearance accounts. The Euroclear Operator acts under
the terms and conditions only on behalf of Euroclear participants and has no
record of or relationship with persons holding through Euroclear participants.

    Distributions with respect to certificates held through Clearstream or
Euroclear will be credited to the cash accounts of Clearstream participants or
Euroclear participants in accordance with the relevant system's rules and
procedures, to the extent received by its depositary. Such distributions will
be subject to tax reporting in accordance with relevant United States tax laws
and regulations. See "Certain Federal Income Tax Consequences" in this
prospectus and "Global Clearance, Settlement and Tax Documentation Procedures"
in Annex I to this prospectus. Clearstream or the Euroclear Operator, as the
case may be, will take any other action permitted to be taken by a noteholder
under the Indenture on behalf of a Clearstream participant or Euroclear
participant only in accordance with its relevant rules and procedures and
subject to its depositary's ability to effect such actions on its behalf
through DTC.

    Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of certificates among participants
of DTC, Clearstream and Euroclear, they are under no obligation to perform or
continue to perform the procedures and the procedures may be discontinued at
any time.

    Certificate owners who are not participants but desire to purchase, sell or
otherwise transfer ownership of the offered certificates may do so only through
participants, unless and until definitive Class A, Class M and Class B
certificates, as defined in the paragraph below, are issued. In addition,
certificate owners will receive all distributions of principal of, and interest
on, the certificates from the trustee through DTC and participants. Certificate
owners

                                      S-72
<PAGE>

will not receive or be entitled to receive certificates representing their
respective interests in the Class A, Class M and Class B certificates, except
under the limited circumstances described below.

    Unless and until definitive Class A, Class M and Class B certificates are
issued, it is anticipated that the only certificateholder of the Class A, Class
M and Class B certificates will be Cede & Co., as nominee of DTC. Certificate
owners will not be certificateholders as that term is used in the pooling and
servicing agreement. Certificate owners are only permitted to exercise the
rights of certificateholders indirectly through participants and DTC.

    While the Class A, Class M and Class B certificates are outstanding, except
under the circumstances described in the paragraph below, under the rules,
regulations and procedures creating and affecting DTC and its operations, DTC
is required to make book-entry transfers among participants on whose behalf it
acts with respect to the Class A, Class M and Class B certificates and is
required to receive and transmit distributions of principal of, and interest
on, the Class A, Class M and Class B certificates. Participants with whom
certificate owners have accounts for the Class A, Class M-1, Class M-2 and
Class B certificates are similarly required to make book-entry transfers and
receive and transmit distributions on behalf of their respective certificate
owners. Accordingly, although certificate owners will not possess certificates,
the DTC rules provide a mechanism by which certificate owners will receive
distributions and will be able to transfer their interests.

    Class A, Class M and Class B certificates will be issued in registered form
to certificate owners, or their nominees, rather than to DTC, only if:

  (1) DTC or Conseco Finance advises the trustee in writing that DTC is no
      longer willing or able to discharge properly its responsibilities as
      nominee and depository for the Class A, Class M and Class B
      certificates and Conseco Finance or the trustee is unable to locate a
      qualified successor, or

  (2) We at our sole option advise the trustee in writing that we elect to
      terminate the book-entry system through DTC.

We refer to these certificates issued to certificate owners in registered form
as definitive Class A, Class M and Class B certificates. Upon issuance of
definitive Class A, Class M and Class B certificates to certificate owners,
these certificates will be transferable directly, and not exclusively on a
book-entry basis, and registered holders will deal directly with the trustee
for transfers, notices and distributions.

    DTC has advised us and the trustee that, unless and until definitive Class
A, Class M and Class B certificates are issued, DTC will take any action
permitted to be taken by a certificateholder under the pooling and servicing
agreement only at the direction of one or more participants to whose DTC
accounts the Class A, Class M and Class B certificates are credited. DTC has
advised us that DTC will take action on any percentage interests of the Class
A, Class M and Class B certificates only at the direction of and on behalf of
the participants for these percentage interests of the Class A, Class M and
Class B certificates. DTC may take actions, at the direction of the related
participants, for some Class A, Class M

                                      S-73
<PAGE>

and Class B certificates which conflict with actions taken on other Class A,
Class M and Class B certificates.

    Issuance of the Class A, Class M and Class B certificates in book-entry
form rather than as physical certificates may adversely affect the liquidity of
the Class A, Class M and Class B certificates in the secondary market and the
ability of certificate owners to pledge them. In addition, since distributions
on the Class A, Class M and Class B certificates will be made by the trustee to
DTC and DTC will credit these distributions to the accounts of its
participants, which will further credit them to the accounts of indirect
participants or certificate owners, certificate owners may experience delays in
the receipt of these distributions.

                                USE OF PROCEEDS

    Conseco Securitizations will pay the net proceeds from the sale of the
certificates, after paying its expenses, to Conseco Finance. Conseco Finance
will use a portion of the proceeds to repay other financings and to fund the
pre-funding account. Conseco Finance will use the remainder of the proceeds for
working capital and general corporate purposes, including the origination of
the contracts, the costs of carrying the contracts until the sale of the
certificates and to pay other expenses of pooling the contracts and issuing the
certificates.

                        FEDERAL INCOME TAX CONSEQUENCES

    In the opinion of our counsel, Briggs and Morgan, Professional Association,
for federal income tax purposes the trust will consist of two segregated asset
pools--the Master REMIC and the Subsidiary REMIC--and each will be treated as a
separate REMIC as described in the Internal Revenue Code. The Class A
certificates, the Class M certificates and the Class B certificates will
constitute regular interests in the Master REMIC and generally will be treated
as debt instruments of the trust for federal income tax purposes. As a holder
of certificates, you will be required to include as income interest on your
certificates, including any original issue discount, under the accrual method
of accounting, even if you usually use the cash method of accounting.


                                      S-74
<PAGE>

                              ERISA CONSIDERATIONS

    The following information supplements, and if inconsistent supersedes, the
information in the prospectus under "ERISA Considerations."

    The Employee Retirement Income Security Act of 1974 and Section 4975 of the
Internal Revenue Code impose certain restrictions on employee benefit and other
plans and similar arrangements that are subject to ERISA or to Section 4975 of
the Internal Revenue Code ("Plans") and on persons who are fiduciaries with
respect to those Plans. Employee benefit plans that are governmental plans, as
defined in Section 3(32) of ERISA, and some church plans, as defined in Section
3(33) of ERISA, are not subject to ERISA requirements. Accordingly, assets of
those plans may be invested in the Class A certificates without regard to the
ERISA restrictions described in this section and in the prospectus, subject to
applicable provisions of other federal and state laws. However, any such
governmental or church plan which is qualified under Section 401(a) of the
Internal Revenue Code and exempt from taxation under Section 501(a) of the
Internal Revenue Code is subject to the prohibited transaction rules provided
in Section 503 of the Internal Revenue Code.

    The U.S. Department of Labor has granted substantially identical
administrative exemptions to the underwriters as follows:

  .   Lehman Brothers Inc. (Prohibited Transaction Exemption 91-14;
      Exemption Application No. D-7958, 56 Fed. Reg. 7413 (1991)),

  .   Banc of America Securities LLC (Prohibited Transaction Exemption 93-
      31; Exemption Application No. D-9105, 58 Fed. Reg. 28619 (1992)),

  .   Credit Suisse First Boston Corporation (Prohibited Transaction
      Exemption 89-90; Exemption Application No. D-6555, 54 Fed. Reg. 42581
      (1989), and

  .   Merrill Lynch, Pierce, Fenner & Smith Incorporated (Prohibited
      Transaction Exemption 90-29; Exemption Application No. D-8012, 55 Fed.
      Reg. 21459 (1990)).

We refer to all of the exemptions listed above collectively as the "Exemption."
They provide an exemption from certain of the prohibited transaction rules of
ERISA and the Internal Revenue Code with respect to the initial purchase, the
holding and the subsequent resale by Plans of certificates representing
interests in asset-backed pass-through trusts that consist of certain
receivables, loans and other obligations that meet the conditions and
requirements of the Exemption. The receivables covered by the Exemption include
manufactured housing installment sale contracts and installment loan agreements
such as the manufactured housing contracts. Conseco Finance believes that the
Exemption will apply to the acquisition, holding, and resale of the Class A
certificates by a Plan, provided that specified conditions are met, including
those described in the paragraph below.

    Among the conditions which must be satisfied for the Exemption to apply to
the Class A certificates are the following:


                                      S-75
<PAGE>

  (1) The acquisition of the Class A certificates by a Plan is on terms,
      including the price for the Class A certificates, that are at least as
      favorable to the Plan as they would be in an arm's-length transaction
      with an unrelated party;

  (2) The rights and interests evidenced by the Class A certificates
      acquired by the Plan are not subordinated to the rights and interests
      evidenced by other certificates of the trust;

  (3) The Class A certificates acquired by the Plan have received a rating
      at the time of the acquisition that is in one of the three highest
      generic rating categories from any of Moody's, S&P, Fitch or Duff &
      Phelps (the "Rating Agencies");

  (4) The trustee of the Plan is not an affiliate of Conseco Finance, the
      underwriters, the trustee, the servicer, any obligor on the contracts
      included in the trust constituting more than 5% of the aggregate
      unamortized principal balance of the assets in the trust or any
      affiliate of these parties (the "Restricted Group");

  (5) The sum of all payments made to the underwriters in connection with
      the distribution of the Class A certificates represents not more than
      reasonable compensation for underwriting the Class A certificates. The
      sum of all payments made to and retained by Conseco Finance in the
      sale of the manufactured housing contracts to the trust represents not
      more than the fair market value of those contracts. The sum of all
      payments made to and retained by the servicer represents not more than
      reasonable compensation for the servicer's services under the pooling
      and servicing agreement and reimbursement of the servicer's reasonable
      expenses; and

  (6) The Plan investing in the Class A certificates is an accredited
      investor as defined in Rule 501(a)(1) of Regulation D of the
      Securities and Exchange Commission under the Securities Act of 1933.

    On July 21, 1997, the DOL published in the Federal Register an amendment to
the Exemption, which extends exemptive relief to mortgage-backed and asset-
backed securities transactions using pre-funding accounts for trusts issuing
pass-through certificates. The amendment generally allows mortgage loans or
other secured receivables (the "Obligations") supporting payments to
certificateholders, and having a value equal to no more than 25% of the total
principal amount of the certificates being offered by the trust, to be
transferred to the trust within a 90-day or three-month pre-funding period
following the closing date, instead of requiring that all such Obligations be
either identified or transferred on or before the closing date. The relief is
available when the following conditions are met:

  (1) The ratio of the amount allocated to the pre-funding account to the
      total principal amount of the certificates being offered (the "Pre-
      Funding Limit") must not exceed 25%.

  (2) All Obligations transferred after the closing date (the "Additional
      Obligations") must meet the same terms and conditions for eligibility
      as the original Obligations used to create the trust, which terms and
      conditions have been approved by a Rating Agency.

                                      S-76
<PAGE>

  (3) The transfer of the Additional Obligations to the trust during the
      pre-funding period must not result in the certificates to be covered
      by the Exemption receiving a lower credit rating from a Rating Agency
      upon termination of the pre-funding period than the rating that was
      obtained at the time of the initial issuance of the certificates by
      the trust.

  (4) Solely as a result of the use of the pre-funding period, the weighted
      average annual percentage interest rate for all of the Obligations in
      the trust at the end of the pre-funding period must not be more than
      100 basis points lower than the average interest rate for the
      Obligations transferred to the trust on the closing date.

  (5) In order to insure that the characteristics of the Additional
      Obligations are substantially similar to the original Obligations
      which were transferred to the trust:

     .   the characteristics of the Additional Obligations must be
         monitored by an insurer or other credit support provider that is
         independent of the depositor; or

     .   an independent accountant retained by the depositor must provide
         the depositor with a letter (with copies provided to each Rating
         Agency rating the certificates, the underwriters and the trustee)
         stating whether or not the characteristics of the Additional
         Obligations conform to the characteristics described in the
         related prospectus or prospectus supplement and/or pooling and
         servicing agreement. In preparing this letter, the independent
         accountant must use the same type of procedures as were applicable
         to the Obligations transferred to the trust as of the closing
         date.

  (6) The period of pre-funding must end no later than three months or 90
      days after the closing date or earlier in certain circumstances if the
      pre-funding account falls below the minimum level specified in the
      pooling and servicing agreement or an event of default occurs.

  (7) Amounts transferred to any pre-funding account and/or capitalized
      interest account used in connection with the pre-funding may be
      invested only in cash or in investments which are permitted by Rating
      Agencies rating the certificates and must be either:

     .   direct obligations of, or obligations fully guaranteed as to
         timely payment of principal and interest by, the United States or
         any agency or instrumentality, provided that these obligations are
         backed by the full faith and credit of the United States, or

     .   have been rated, or the obligor has been rated, in one of the
         three highest generic rating categories by one of the Rating
         Agencies.

  (8) The related prospectus or prospectus supplement must describe:

     .   any pre-funding account and/or capitalized interest account used
         in connection with a pre-funding account;

     .   the duration of the period of pre-funding;


                                      S-77
<PAGE>

     .   the percentage and/or dollar amount of the Pre-Funding Limit for
         the trust; and

     .   that the amounts remaining in the pre-funding account at the end
         of the pre-funding period will be remitted to certificateholders
         as repayments of principal.

  (9) The related pooling and servicing agreement must describe these
      permitted investments for the pre-funding account and/or capitalized
      interest account and, if not disclosed in the related prospectus or
      prospectus supplement, the terms and conditions for eligibility of
      Additional Obligations.

  (10) The trustee, or any agent with which the trustee contracts to provide
       trust services, must be a substantial financial institution or trust
       company experienced in trust activities and familiar with its duties,
       responsibilities and liabilities as a fiduciary under ERISA. The
       trustee, as legal owner of the trust, must enforce all the rights
       created in favor of certificateholders of the trust, including the
       employee benefit plans subject to ERISA.

    Moreover, the Exemption would provide relief from certain self-
dealing/conflict of interest prohibited transactions that may arise when a
fiduciary causes a Plan to acquire certificates in a trust containing
receivables on which the fiduciary (or its affiliates) is an obligor only if,
among other requirements:

  .   in the case of the acquisition of Class A certificates in connection
      with the initial issuance, at least 50% of the Class A certificates
      are acquired by persons independent of the Restricted Group;

  .   the Plan's investment in Class A certificates does not exceed 25% of
      all of the Class A certificates outstanding at the time of the
      acquisition;

  .   the fiduciary (or its affiliates) is not an obligor on obligations
      included in the trust representing more than 5% of the fair market
      value of the obligations in the trust; and

  .   immediately after the acquisition, no more than 25% of the assets of
      the Plan are invested in certificates representing an interest in one
      or more trusts containing assets sold or serviced by the same entity.

The Exemption does not apply to Plans sponsored by any member of the Restricted
Group.

    We believe that the Exemption will apply to the acquisition and holding of
Class A certificates by Plans and that all conditions of the Exemption other
than those within the control of the investors have been met. In addition, as
of the date of this prospectus supplement, no obligor on the contracts included
in the trust constitutes more than 5% of the aggregate unamortized principal
balance of the assets of the trust. Any Plan fiduciary who proposes to cause a
Plan to purchase Class A certificates should consult with its own counsel about
the potential consequences under ERISA and the Internal Revenue Code of the
Plan's acquisition and ownership of the Class A certificates. Assets of a Plan
or individual retirement account should not be invested in the Class A
certificates unless it is clear that the

                                      S-78
<PAGE>

assets of the trust will not be Plan assets or unless it is clear that the
Exemption or a prohibited transaction class exemption will apply and exempt all
potential prohibited transactions. See "ERISA Considerations" in the
prospectus.

    Insurance companies contemplating the investment of general account assets
in the certificates should consult with their legal advisors regarding the
applicability of PTCE 95-60 and Section 401(c) of ERISA, as described under
"ERISA Considerations" in the prospectus.

    No transfer of Class M or Class B certificates will be permitted to be made
to a Plan or to any person acquiring the certificates on behalf of or with
assets of a Plan, unless the transferee, at its expense, delivers to the
trustee and Conseco Finance an opinion of counsel (in form satisfactory to the
trustee and Conseco Finance) to the effect that the purchase or holding of a
Class M or Class B certificate by the Plan will not result in the assets of the
trust being deemed to be Plan assets and subject to the prohibited transaction
provisions of ERISA and the Internal Revenue Code and will not subject the
trustee, Conseco Finance or the servicer, if the servicer is not Conseco
Finance, to any obligation or liability in addition to those undertaken in the
pooling and servicing agreement. Alternatively, an insurance company general
account may, at its expense, deliver to the trustee and Conseco Finance a
representation that the transfer and holding of such a certificate are exempt
under Section I and Section III of PTCE 95-60. Unless such opinion or
representation is delivered, each person acquiring a Class M or Class B
certificate will be deemed to represent to the trustee, Conseco Finance and the
servicer, if the servicer is not Conseco Finance, that that person is not a
Plan, is not acting on behalf of a Plan, a qualified retirement Plan or a tax-
favored Plan, and is not investing assets of the Plan subject to ERISA or to
Section 4975 of the Internal Revenue Code.

                        LEGAL INVESTMENT CONSIDERATIONS

    After the pre-funding period has ended, the Class A certificates and the
Class M-1 certificates will constitute mortgage related securities under SMMEA
and will be legal investments for some types of institutional investors as
provided in SMMEA. Because the Class M-2 certificates and the Class B
certificates will not be rated in one of the two highest rating categories by
S&P, Moody's or Fitch, the Class M-2 certificates and the Class B certificates
will not constitute mortgage related securities for purposes of SMMEA.
Accordingly, many institutions with legal authority to invest in more highly
rated securities based on first mortgage loans may not be legally authorized to
invest in the Class M-2 certificates and the Class B certificates.

    We make no representation as to the proper characterization of the Class M-
2 certificates and the Class B certificates for legal investment or financial
institution regulatory purposes, or as to the ability of particular investors
to purchase Class M-2 certificates or Class B certificates under applicable
legal investment restrictions. The uncertainties described in the paragraph
above, and any unfavorable future determinations concerning legal investment or
financial institution regulatory characteristics of the Class M-2 certificates
and the Class B certificates, may adversely affect the liquidity of the Class
M-2 certificates and the Class B certificates.

                                      S-79
<PAGE>

                                  UNDERWRITING

    The underwriters named below have severally agreed, subject to the terms
and conditions of the underwriting agreement, to purchase from Conseco
Securitizations the respective principal amounts of the certificates listed
opposite their names below.

<TABLE>
<CAPTION>
                                          Principal    Principal    Principal
                                          Amount of    Amount of    Amount of
                                          Class A-1    Class A-2    Class A-3
              Underwriter                Certificates Certificates Certificates
              -----------                ------------ ------------ ------------
<S>                                      <C>          <C>          <C>
Lehman Brothers Inc..................... $ 32,500,000 $ 16,750,000 $ 16,750,000
Banc of America Securities LLC..........   32,500,000   16,750,000   16,750,000
Credit Suisse First Boston Corpora-
 tion...................................   32,500,000   16,750,000   16,750,000
Merrill Lynch, Pierce, Fenner & Smith
        Incorporated....................   32,500,000   16,750,000   16,750,000
                                         ------------ ------------ ------------
   Totals............................... $130,000,000 $ 67,000,000 $ 67,000,000
                                         ============ ============ ============
</TABLE>

<TABLE>
<S>                         <C>          <C>          <C>          <C>
                             Principal    Principal    Principal    Principal
                             Amount of    Amount of    Amount of    Amount of
                             Class A-4    Class A-5    Class A-6    Class A-7
        Underwriter         Certificates Certificates Certificates Certificates
        -----------         ------------ ------------ ------------ ------------
Lehman Brothers Inc........ $ 25,250,000 $ 10,000,000 $ 29,250,000 $ 26,064,000
Banc of America Securities
 LLC.......................   25,250,000   10,000,000   29,250,000   26,062,000
Credit Suisse First Boston
 Corporation...............   25,250,000   10,000,000   29,250,000   26,062,000
Merrill Lynch, Pierce,
        Fenner & Smith
        Incorporated.......   25,250,000   10,000,000   29,250,000   26,062,000
                            ------------ ------------ ------------ ------------
   Totals.................. $101,000,000 $ 40,000,000 $117,000,000 $104,250,000
                            ============ ============ ============ ============
</TABLE>

<TABLE>
<CAPTION>
                                         Principal    Principal     Principal
                                         Amount of    Amount of     Amount of
                                         Class M-1    Class M-2     Class B-1
              Underwriter               Certificates Certificates Certififcates
              -----------               ------------ ------------ -------------
<S>                                     <C>          <C>          <C>
Lehman Brothers Inc.................... $  9,375,000 $  7,500,000 $  5,625,000
Banc of America Securities LLC.........    9,375,000    7,500,000    5,625,000
Credit Suisse First Boston Corpora-
 tion..................................    9,375,000    7,500,000    5,625,000
Merrill Lynch, Pierce, Fenner & Smith
        Incorporated...................    9,375,000    7,500,000    5,625,000
                                        ------------ ------------ ------------
   Totals.............................. $ 37,500,000 $ 30,000,000 $ 22,500,000
                                        ============ ============ ============
</TABLE>

    In the underwriting agreement, the underwriters have agreed, subject to the
terms and conditions in the agreement, to purchase all of the certificates if
any certificates are purchased. If an underwriter defaults, the underwriting
agreement provides that, in some circumstances, the underwriting agreement may
be terminated.

    Conseco Securitizations has been advised by the underwriters that they
propose initially to offer the certificates to the public at the offering
prices listed on the cover page of this prospectus supplement and to dealers at
the price less a concession not in excess of the amounts listed in the table
below, expressed as a percentage of the related certificate principal balance.
The certificates are offered subject to prior sale, when, as and if issued by
the trust and accepted by the underwriters and subject to their right to reject
orders in whole

                                      S-80
<PAGE>

or in part. The underwriters will purchase the certificates at the discount
specified below. The underwriters may allow and dealers may reallow a discount
not more than the amounts listed in the table below to other dealers. We
estimate that we will incur expenses of $515,000 in connection with this
offering.

<TABLE>
<CAPTION>
                                             Underwriting  Selling   Reallowance
     Class                                    Discount    Concession  Discount
     -----                                   ------------ ---------- -----------
     <S>                                     <C>          <C>        <C>
     A-1....................................    0.100%      0.060%     0.030%
     A-2....................................    0.200%      0.120%     0.060%
     A-3....................................    0.250%      0.150%     0.075%
     A-4....................................    0.350%      0.210%     0.105%
     A-5....................................    0.400%      0.240%     0.120%
     A-6....................................    0.450%      0.270%     0.135%
     A-7....................................    0.500%      0.300%     0.150%
     M-1....................................    0.650%      0.390%     0.195%
     M-2....................................    0.675%      0.405%     0.203%
     B-1....................................    0.700%      0.420%     0.210%
</TABLE>

    Until the distribution of the certificates is completed, rules of the SEC
may limit the ability of the underwriters and selling group members to bid for
and purchase the certificates. As an exception to these rules, the underwriters
are permitted to engage in transactions that stabilize the price of the
certificates. These transactions consist of bids or purchases for the purpose
of pegging, fixing or maintaining the price of the certificates.

    In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be without these purchases.

    None of Conseco Finance, Conseco Securitizations or any of the underwriters
makes any representation or prediction as to the direction or magnitude of any
effect that the transactions described above may have on the prices of the
certificates. In addition, none of Conseco Finance, Conseco Securitizations or
any of the underwriters makes any representation that the underwriters will
engage in these transactions or that these transactions, once commenced, will
not be discontinued without notice.

    The underwriting agreement provides that Conseco Finance and Conseco
Securitizations will indemnify the underwriters against liabilities, including
liabilities under the Securities Act of 1933, or contribute to payments the
underwriters may be required to make.

    Upon receipt of a request by an investor who has received an electronic
prospectus supplement and prospectus from an underwriter or a request by the
investor's representative within the period during which there is an obligation
to deliver a prospectus supplement and prospectus, we or the underwriters will
promptly deliver, or cause to be delivered, without charge, a paper copy of the
prospectus supplement and prospectus.

    Immediately prior to their sale to the trust, a portion of the the
contracts were subject to financing provided by affiliates of some of the
underwriters, as described below. We will apply a portion of the proceeds we
receive from the sale of the contracts to the trust to repay that financing.

                                      S-81
<PAGE>

    Immediately prior to their sale to the trust, certain of the contracts were
subject to financing provided by an affiliate of Merrill Lynch. We will apply a
portion of the proceeds we receive from the sale of the contracts to the trust
to repay that financing. Merrill Lynch and its affiliates have provided and
continue to provide investment banking and secured lending services to Conseco,
Inc., Conseco Finance and their affiliates.

    In recent months, rating agencies have lowered their ratings of the debt
obligations of Conseco Finance and placed some ratings of Conseco Finance's
debt obligations on review as the rating agencies analyze the impact of
developing events. The uncertainty surrounding the ultimate outcome of the
efforts to sell Conseco Finance made it more difficult for Conseco Finance to
complete new public securitization transactions.

    In early May 2000, Conseco Finance sold $1.3 billion of finance receivables
to affiliates of Lehman Brothers for cash and a right to share in future
profits from a subsequent sale or securitization of the assets sold. Affiliates
of Lehman Brothers also amended existing repurchase and other financing
facilities with Conseco Finance to expand the types of assets financed. As
partial consideration for the financing amendments, an affiliate of Lehman
Brothers received a warrant, with a nominal exercise price, for five percent of
the common stock of Conseco Finance. The warrant has a five-year term. After
three years, the holder of the warrant or Conseco Finance may cause the warrant
and any stock issued upon its exercise to be purchased for cash at an appraised
value. Since the terms of the warrant permit cash settlement at fair value at
the option of the holder of the warrant, the warrant is required to be
classified on Conseco Finance's financial statements as a liability measured at
fair value, with changes in its value reported in earnings. The warrant would
be cancelled in certain circumstances in the event the holder thereof or an
affiliate were to participate in a group that purchases Conseco Finance. The
initial value of the warrant will be amortized over the expected life of the
Lehman Brothers financing facilities of approximately one year.

    Banc of America Securities LLC and its affiliates have provided and may
from time to time provide investment banking, consumer banking and secured
lending services to Conseco, Inc. and its affiliates, and/or have held or may
hold securities issued by Conseco Inc. and its affiliates.

    Credit Suisse First Boston Corporation and its affiliates have provided and
may from time to time provide investment banking, consumer banking and secured
lending services to Conseco, Inc. and its affiliates, and/or have held or may
hold securities issued by Conseco Inc. and its affiliates.

                                 LEGAL MATTERS

    The validity of the certificates will be passed upon for Conseco Finance
and Conseco Securitizations by Briggs and Morgan, Professional Association, St.
Paul and Minneapolis, Minnesota, and for the underwriters by Brown & Wood LLP,
New York, New York. The material federal income tax consequences of the
certificates will be passed upon for Conseco Finance and Conseco
Securitizations by Briggs and Morgan, Professional Association.

                                      S-82
<PAGE>

                                                                         ANNEX I

         GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

    Except in certain limited circumstances, the certificates will be available
only in book-entry form, which are called global certificates. Investors in the
global certificates may hold such global certificates through any of DTC,
Clearstream or Euroclear. The global securities will be tradeable as home
market instruments in both the European and U.S. domestic markets. Initial
settlement and all secondary trades will settle in same-day funds.

    Secondary market trading between investors holding global certificates
through Clearstream and Euroclear will be conducted in the ordinary way in
accordance with their normal rules and operating procedures and according to
conventional eurobond practice for example, seven calendar day settlement.

    Secondary market trading between investors holding global certificates
through DTC will be conducted according to the rules and procedures applicable
to U.S. corporate debt obligations.

    Secondary cross-market trading between Clearstream or Euroclear and DTC
participants holding certificates will be effected on a delivery-against-
payment basis through the respective Depositaries of Clearstream and Euroclear,
in such capacity and DTC participants.

    Non-U.S. holders of global certificates will be subject to U.S. withholding
taxes unless the holders meet certain requirements and deliver appropriate U.S.
tax documents to the securities clearing organizations or their participants.

Initial Settlement

    All global certificates will be held in book-entry form by DTC in the name
of Cede & Co. as nominee of DTC. Investors' interests in the global
certificates will be represented through financial institutions acting on their
behalf as direct and indirect participants in DTC. As a result, Clearstream and
Euroclear will hold positions on behalf of their participants through their
respective depositaries, which in turn will hold such positions in accounts as
DTC participants.

    Investors electing to hold their global certificates through DTC will
follow the settlement practices applicable to United States corporate debt
obligations. Investors securities custody accounts will be credited with their
holdings against payment in same-day funds on the settlement date.

    Investors electing to hold their global certificates through Clearstream or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary global security
and no lock-up or restricted period. Global certificates will be credited to
the securities custody accounts on the settlement date against payments in
same-day funds.

                                      A-1
<PAGE>

Secondary Market Trading

    Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to be sure that settlement can be made on the desired
value date.

    Trading between DTC participants. Secondary market trading between DTC
participants will be settled using the procedures applicable to book-entry
securities in same-day funds.

    Trading between Clearstream and/or Euroclear participants. Secondary market
trading between Clearstream participants or Euroclear participants will be
settled using the procedures applicable to conventional eurobonds in same-day
funds.

    Trading between DTC seller and Clearstream or Euroclear purchaser. When
global certificates are to be transferred from the account of a DTC participant
to the account of a Clearstream participant or a Euroclear participant, the
purchaser will send instructions to Clearstream or Euroclear through a
Clearstream participant or Euroclear participant at least one business day
prior to settlement. Clearstream or Euroclear, as applicable, will instruct its
depositary to receive the global certificates against payment. Payment will
include interest accrued on the global certificates from and including the last
remittance date to and excluding the settlement date. Payment will then be made
by such depositary to the DTC participant's account against delivery of the
global certificates. After settlement has been completed, the global
certificates will be credited to the applicable clearing system and by the
clearing system, in accordance with its usual procedures, to the Clearstream
participant's or Euroclear participant's account. The global certificates
credit will appear the next day European time and the cash debit will be back-
valued to, and the interest on the global certificates will accrue from, the
value date, which would be the preceding day when settlement occurred in New
York. If settlement is not completed on the intended value date, for example,
the trade fails, the Clearstream or Euroclear cash debit will be valued instead
as of the actual settlement date.

    Clearstream participants and Euroclear participants will need to make
available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to pre-position
funds for settlement, either from cash on hand or existing lines of credit, as
they would for any settlement occurring within Clearstream or Euroclear. Under
this approach, they may take on credit exposure to Clearstream or Euroclear
until the global securities are credited to their accounts one day later.

    As an alternative, if Clearstream or Euroclear has extended a line of
credit to them, Clearstream participants or Euroclear participants can elect
not to pre-position funds and allow that credit line to be drawn upon the
finance settlement. Under this procedure, Clearstream participants or Euroclear
participants purchasing global certificates would incur overdraft charges for
one day, assuming they cleared the overdraft when the global certificates were
credited to their accounts. However, interest on the global certificates would
accrue from the value date. Therefore, in many cases the investment income on
the global certificates earned during that one-day period may substantially
reduce or offset the amount

                                      A-2
<PAGE>

of such overdraft charges, although this result will depend on each Clearstream
participant's or Euroclear participant's particular cost of funds.

    Since the settlement is taking place during New York business hours, DTC
participants can employ their usual procedures for sending global certificates
to the respective Depositary for the benefit of Clearstream participants or
Euroclear participants. The sale proceeds will be available to the DTC seller
on the settlement date. Thus, to the DTC participant a cross-market transaction
will settle no differently than a trade between two DTC participants.

    Trading between Clearstream or Euroclear seller and DTC purchaser. Due to
time zone differences in their favor, Clearstream participants and Euroclear
participants may employ their customary procedures for transactions in which
global certificates are to be transferred by the respective clearing systems,
through their respective depositaries, to a DTC participant. The seller will
send instructions to Clearstream or Euroclear through a Clearstream participant
or Euroclear participant at least one business day prior to settlement. In
these cases, Clearstream or Euroclear will instruct their respective
depositaries, as appropriate, to deliver the certificates to the DTC
participant's account against payment. Payment will include interest accrued on
the global certificates from and including the last remittance date to and
excluding the settlement date. The payment will then be reflected in the
account of the Clearstream participant or Euroclear participant the following
day, and receipt of the cash proceeds in the Clearstream participant's or
Euroclear participant's account would be back-valued to the value date, which
would be the preceding day, when settlement occurred in New York. Should the
Clearstream participant or Euroclear participant have a line of credit with its
clearing system and elect to be in debit in anticipation of receipt of the sale
proceeds in its account, the bank-valuation will extinguish any overdraft
charges incurred over that one-day period. If settlement is not completed on
the intended value date, for example the trade fails, receipt of the cash
proceeds in the Clearstream participant's or Euroclear participant's account
would instead be valued as of the actual settlement date. Finally, day traders
that use Clearstream or Euroclear and that purchase global certificates from
DTC participants for delivery to Clearstream participants or Euroclear
participants should note that these trades would automatically fail on the sale
side unless affirmative action were taken. At least three techniques should be
readily available to eliminate this potential problem:

    (a) borrowing through Clearstream or Euroclear for one day, until the
  purchase side of the day trade is reflected in their Clearstream or
  Euroclear accounts in accordance with the clearing system's customary
  procedures;

    (b) borrowing the global certificates in the U.S. from a DTC participant
  no later than one day prior to settlement, which would give the global
  certificates sufficient time to be reflected in their Clearstream or
  Euroclear account in order to settle the sale side of the trade; or

    (c) staggering the value dates for the buy and sell sides of the trade
  so that the value date for the purchase from the DTC participant is at
  least one day prior to the value date for the sale to the Clearstream
  participant or Euroclear participant.


                                      A-3
<PAGE>

U.S. Federal Income Tax Documentation Requirements

    A beneficial owner of global certificates holding securities through
Clearstream or Euroclear, or through DTC if the holder has an address outside
the U.S. will be subject to the 30% U.S. withholding tax that generally applies
to payments of interest, including original issue discount on registered debt
issued by U.S. persons, unless

    (1) each clearing system, bank or other financial institution that holds
  customers' securities in the ordinary course of its trade or business in
  the chain of intermediaries between such beneficial owner and the U.S.
  entity required to withhold tax complies with applicable certification
  requirements and

    (2) such beneficial owner takes one of the following steps to obtain an
  exemption or reduced tax rate:

    Exemption of non-U.S. Persons (Form W-8). Beneficial owners of
  certificates that are non-U.S. persons generally can obtain a complete
  exemption from the withholding tax by filing a signed Form W-8 Certificate
  of Foreign Status and a certificate under penalties of perjury, the Tax
  Certificate that such beneficial owner is,

     .  not a controlled foreign corporation within the meaning of Section
        957(a) of the IRS code that is related, within the meaning of
        Section 864(d)(4) of the code) to the trust or the Transferor and

     .  not a 10 percent shareholder within the meaning of Section
        871(h)(3)(B) of the IRS code of the trust or the transferor. If the
        information shown on Form W-8 or the Tax Certificate changes, a new
        Form W-8 or Tax Certificate, as the case may be, must be filed
        within 30 days of such change.

    Exemption for non-U.S. person with effectively connected income (Form
  4224). A non-U.S. person, including a non-U.S. corporation or bank with a
  U.S. branch, for which the interest income is effectively connected with
  its conduct of a trade or business in the United States can obtain an
  exemption from the withholding tax by filing Form 4224, Exemption from
  Withholding of Tax on Income Effectively Connected with the Conduct of a
  Trade or Business in the United States.

    Exemption or reduced rate for non-U.S. persons resident in treaty
  countries (Form 1001).Non-U.S. persons that are beneficial owners of
  certificates residing in a country that has a tax treaty with the United
  States can obtain an exemption or reduced tax rate, depending on the
  treaty terms by filing Form 1001, Ownership, Exemption or Reduced Rate
  Certificate. If the treaty provides only for a reduced rate, withholding
  tax will be imposed at that rate unless the filer alternatively files Form
  W-8. Form 1001 may be filed by the beneficial owner of Notes or such
  owner's agent.

    Exemption for U.S. Persons (Form W-9). U.S. persons can obtain a
  complete exemption from the withholding tax by filing Form W-9 Payer's
  Request for Taxpayer Identification Number and Certification.

    U.S. Federal Income Tax Reporting Procedure. The beneficial owner of a
  global security or, in the case of a Form 1001 or a Form 4224 filer, the
  owner's agent, files by

                                      A-4
<PAGE>

  submitting the appropriate form to the person through whom it holds the
  security, the clearing agency, in the case of persons holding directly on
  the books of the clearing agency. Form W-8 and Form 1001 are effective for
  three calendar years and Form 4224 is effective for one calendar year.

    A U.S. person is:

    (1) a citizen or resident of the United States,

    (2) a corporation or partnership organized in or under the laws of the
  United States or any political subdivision thereof, or

    (3) an estate or trust the income of which is includible in gross income
  for United States tax purposes, regardless of its source.

This summary does not deal with all aspects of U.S. federal income tax
withholding that may be relevant to foreign holders of the global certificates.
You are advised to consult your own tax advisors for specific tax advice
concerning your holding and disposing of global certificates.

                                      A-5
<PAGE>

PROSPECTUS

                 Conseco Finance Securitizations Corp., Seller
                        Conseco Finance Corp., Servicer

            Manufactured Housing Contract Pass-Through Certificates

    We are offering certificates for manufactured housing contracts under this
prospectus and a prospectus supplement. Conseco Finance Securitizations Corp.
will form a trust for each series, and the trust will issue the certificates of
that series. The certificates of any series may comprise several different
classes. A trust may also issue one or more other interests in the trust that
will not be offered under this prospectus.

    The right of each class of certificates within a series to receive payments
may be senior or subordinate to the rights of one or more of the other classes
of certificates. In addition, a series of certificates may include one or more
classes which on the one hand are subordinated to one or more classes of
certificates, while on the other hand are senior to one or more classes of
certificates. The rate of principal and interest payment on the certificates of
any class will depend on the priority of payment of that class and the rate and
timing of payments of the related manufactured housing contracts.

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

    The certificates will represent obligations of the related trust and will
not represent any interest in or obligation of Conseco Finance Corp., Conseco
Finance Securitizations Corp. or any of their affiliates, except as specified
in the prospectus supplement.

    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

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

    This prospectus may not be used to consummate sales of any certificates
unless accompanied by a prospectus supplement for that series.

                      Prospectus dated September 28, 2000
<PAGE>

              IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
             PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT

    We tell you about the certificates in two separate documents that
progressively provide more detail: (1) this prospectus, which provides general
information, some of which may not apply to a particular series of
certificates, including your series; and (2) the prospectus supplement for the
particular terms of your series of certificates.

    If the terms of your certificate vary between this prospectus and the
prospectus supplement, you should rely on the information in your prospectus
supplement.

    You should rely only on the information contained in this document or
information to which we have referred you. We have not authorized anyone to
provide you with information that is different. This document may only be used
where it is legal to sell these securities.

                                       2
<PAGE>

    To understand all of the terms of the certificates, read this entire
prospectus and the accompanying prospectus supplement. We have also defined
terms in the "Glossary" section at the back of this prospectus.

                                   THE TRUST

General

    Certificates evidencing interests in pools of manufactured housing
contracts may be issued from time to time in series under a separate pooling
and servicing agreement among Conseco Securitizations, as seller, Conseco
Finance, as servicer, and the trustee.

    The certificates of each series may be issued in one or more classes or
subclasses as and on the terms specified in the related prospectus supplement,
each of which will evidence the interest specified in the related prospectus
supplement in the contract pool and other property held in a trust for the
benefit of the certificateholders. Each trust will include:

  .   a contract pool,

  .   the amounts held from time to time in a trust certificate account
      maintained by the trustee under the pooling and servicing agreement,

  .   proceeds from hazard insurance on individual manufactured homes and
      manufactured homes, or the related real estate in the case of land-
      and-home contracts, acquired by repossession,

  .   any letter of credit, guarantee, surety bond, insurance policy, cash
      reserve fund or other credit enhancement securing payment of all or
      part of a series of certificates, and

  .   other property as specified in the related prospectus supplement.

    Each certificate will evidence the interest specified in the related
prospectus supplement in one trust, containing one contract pool comprised of
contracts having the aggregate principal balance as of the close of business on
the cut-off date specified in the related prospectus supplement. Holders of
certificates of a series will have interests only in that contract pool and
will have no interest in the contract pool created for any other series of
certificates. If specified in the related prospectus supplement, the trust may
include a pre-funding account which would be used to purchase subsequent
contracts from Conseco Securitizations during the pre-funding period specified
in the related prospectus supplement. The related prospectus supplement will
specify the conditions that must be satisfied before any transfer of subsequent
contracts, including the requisite characteristics of the subsequent contracts.

    Except as otherwise specified in the related prospectus supplement, Conseco
Finance will have originated all of the contracts in the ordinary course of our
business. From time to time, Conseco Finance purchases portfolios of
manufactured housing contracts originated by other lenders. We will specify in
the related prospectus supplement when the contract pool contains contracts
originated by other lenders. The following is a brief description of the
contracts expected to be included in the trust. Specific information respecting
the contracts

                                       3
<PAGE>

will be provided in the prospectus supplement and, if not contained in the
related prospectus supplement, in a report on Form 8-K to be filed with the SEC
within fifteen days after the initial issuance of the certificates. A copy of
the pooling and servicing agreement for each series of certificates will be
attached to the Form 8-K and will be available for inspection at the corporate
trust office of the trustee specified in the related prospectus supplement. A
schedule of the contracts relating to that series will be attached to the
pooling and servicing agreement delivered to the trustee upon delivery of the
certificates.

    When we use terms in this prospectus such as contract pool, trust, pooling
and servicing agreement or remittance rate, those terms respectively apply,
unless the context otherwise indicates, to one specific contract pool, trust,
each pooling and servicing agreement and the remittance rate applicable to the
related series of certificates.

The Contract Pools

    Except as otherwise specified in the related prospectus supplement, each
contract pool for a series of certificates will consist of manufactured housing
installment sales contracts and installment loan agreements originated by
Conseco Finance on an individual basis in the ordinary course of business. The
contracts may be conventional manufactured housing contracts or contracts
insured by the Federal Housing Administration or partially guaranteed by the
Veterans Administration. Each contract will be secured by a manufactured home,
as defined in the next paragraph below, or by a mortgage or deed of trust
relating to the real estate to which the manufactured home is deemed
permanently affixed, which we refer to as a land-and-home contract. Except as
otherwise specified in the related prospectus supplement, the contracts will be
fully amortizing and will bear interest at a fixed or variable annual
percentage contract rate or at a contract rate which steps up on a particular
date or dates.

    We will represent that the manufactured homes securing the contracts
consist of manufactured homes within the meaning of 42 United States Code,
Section 5402(6), which defines a "manufactured home" as "a structure,
transportable in one or more sections, which in the traveling mode, is eight
body feet or more in width or forty body feet or more in length, or, when
erected on site, is three hundred twenty or more square feet, and which is
built on a permanent chassis designed to be used as a dwelling with or without
a permanent foundation when connected to the required utilities, and includes
the plumbing, heating, air-conditioning, and electrical systems contained
therein; except that such term shall include any structure which meets all the
requirements of this paragraph except the size requirements and with respect to
which the manufacturer voluntarily files a certification required by the
Secretary [of Housing and Urban Development] and complies with the standards
established under this chapter."

    For each series of certificates, Conseco Finance will transfer to Conseco
Securitizations, and Conseco Securitizations will then assign the contracts
constituting the contract pool to the trustee named in the related prospectus
supplement. Conseco Finance, as servicer, will service the contracts under the
pooling and servicing agreement. See "Description of the Certificates--
Servicing." Unless otherwise specified in the related prospectus supplement,

                                       4
<PAGE>

the contract documents, other than the documents for land-and-home contracts,
will be held by the servicer as custodian for the trustee. The documents
relating to any land-and-home contracts will be held for the benefit of the
trustee by a custodian appointed under a custodial agreement between the
trustee and the custodian.

    Each contract pool will be composed of contracts with the annual fixed or
variable weighted average contractual rates of interest or step-up rates
specified in the prospectus supplement. Unless specified otherwise in the
related prospectus supplement, the monthly payments for contracts bearing
interest at a step-up rate will increase on the dates on which the contract
rates are stepped up. Unless specified otherwise in the related prospectus
supplement, each registered holder of a certificate will be entitled to receive
periodic distributions, which will be monthly unless we specify otherwise in
the related prospectus supplement, of all or a portion of principal on the
underlying contracts or interest on the principal balance of the certificate at
the remittance rate, or both.

    A contract pool may include staged-funding contracts, under which we make
multiple disbursements to enable the obligor to finance both the purchase of a
manufactured home and the acquisition or improvement of the related real
estate. For example, we might make disbursements to enable the obligor to
purchase the real estate on which the manufactured home is to be located, then
to make improvements on the real estate, such as a driveway, well and septic
system, then to purchase and deliver the manufactured home, and then to make
final site improvements. Before the final disbursement, the obligor pays only
interest on the disbursed amount of the loan; following the final disbursement,
the obligor begins making fully amortizing payments of principal and interest.
We will represent and warrant in the related pooling and servicing agreement
that all staged-funding contracts included in a contract pool will have been
fully disbursed within 90 days after the related closing date, and we will be
obligated to repurchase on the next remittance date any staged-funding contract
that has not been fully disbursed by that date.

    The related prospectus supplement will specify for the contracts contained
in the related contract pool, the range of the dates of origination of the
contracts; the range of the contract rates and the weighted average contract
rate; the loan-to-value ratios; the minimum and maximum outstanding principal
balances as of the cut-off date and the average outstanding principal balance
as of the cut-off date; the aggregate principal balances of the contracts
included in the contract pool as of the cut-off date; the weighted average and
range of scheduled terms to maturity as of origination and as of the cut-off
date; the original maturities of the contracts and the last maturity date of
any contract; and the locations of the obligors on the contracts. If the trust
includes a pre-funding account, the related prospectus supplement will specify
the conditions that must be satisfied before any transfer of subsequent
contracts, including the requisite characteristics of the subsequent contracts.

Conveyance of Contracts

    Conseco Finance will transfer to Conseco Securitizations, and Conseco
Securitizations will transfer to the trust all its right, title and interest in
the contracts, including all security

                                       5
<PAGE>

interests and any related mortgages or deeds of trust, all principal and
interest received on the contracts, except receipts of principal and interest
due on the contracts on or before the cut-off date, all rights under hazard
insurance policies on the related manufactured homes, all documents contained
in the contract files and all proceeds derived from any of the foregoing. On
behalf of the trust, as the issuer of the related series of certificates, the
trustee, concurrently with the conveyance, will execute and deliver the
certificates to the order of Conseco Securitizations. The contracts will be as
described on a list attached to the pooling and servicing agreement or
delivered to the trustee. This list will include the amount of monthly payments
due on each contract as of the date of issuance of the certificates, the
contract rate on each contract and the maturity date of each contract. This
list will be available for inspection by any certificateholder at the principal
executive office of the servicer. Before the conveyance of the contracts to the
trust, Conseco Finance's internal audit department will complete a review of
all of the contract files, including the certificates of title to, or other
evidence of a perfected security interest in, the manufactured homes,
confirming the accuracy of the list of contracts delivered to the trustee. We
will repurchase or replace any contract discovered not to agree with that list
in a manner that is materially adverse to the interests of the
certificateholders, or, if the discrepancy relates to the unpaid principal
balance of a contract, we may deposit cash in the separate certificate account
maintained at an eligible institution in the name of the trustee in an amount
sufficient to offset the discrepancy. If the trust includes a pre-funding
account, the related prospectus supplement will specify the conditions that
must be satisfied before any transfer of subsequent contracts, including the
requisite characteristics of the subsequent contracts.

    The pooling and servicing agreement will designate us as custodian to
maintain possession, as the trustee's agent, of the contracts and any other
documents related to the manufactured homes, except the land-and-home contracts
and related documents. To facilitate servicing and to save administrative
costs, the documents will not be physically segregated from other similar
documents that are in our possession. Uniform Commercial Code financing
statements will be filed in Minnesota reflecting the sale and assignment of the
contracts by Conseco Finance to Conseco Securitizations, and by Conseco
Securitizations to the trustee, and our accounting records and computer systems
will also reflect the sale and assignment. In addition, the contracts will be
stamped to reflect their assignment to the trustee. However, if through fraud,
negligence or otherwise, a subsequent purchaser were able to take physical
possession of the contracts without knowledge of the assignment, the trustee's
interest in the contracts could be defeated. See "Risk Factors--Some contracts
may be unenforceable" in the prospectus supplement. The pooling and servicing
agreement will designate the trustee or another independent custodian, as the
trustee's agent, to maintain possession of the documents relating to all land-
and-home contracts.

    Except as otherwise specified in the related prospectus supplement, we will
make warranties in the pooling and servicing agreement for each contract as of
the closing date, including that:

  .   as of the cut-off date, the most recent scheduled payment was made or
      was not delinquent more than 59 days;


                                       6
<PAGE>

  .   no provision of a contract has been waived, altered or modified in any
      respect, except by instruments or documents contained in the contract
      file or the land-and-home contract file;

  .   each contract is a legal, valid and binding obligation of the obligor
      and is enforceable in accordance with its terms, except as may be
      limited by laws affecting creditors' rights generally;

  .   no contract is subject to any right of rescission, set-off,
      counterclaim or defense;

  .   each contract is covered by hazard insurance described under "--
      Servicing--Hazard Insurance;"

  .   unless otherwise provided in the related prospectus supplement, each
      contract has been originated by a manufactured housing dealer or
      Conseco Finance in the ordinary course of the dealer's or Conseco
      Finance's business and, if originated by a manufactured housing
      dealer, was purchased by Conseco Finance in the ordinary course of
      business;

  .   no contract was originated in or is subject to the laws of any
      jurisdiction whose laws would make the transfer of the contract or an
      interest in the contract to the trustee under the pooling and
      servicing agreement or under the certificates unlawful;

  .   each contract complies with all requirements of law;

  .   no contract has been satisfied, subordinated in whole or in part or
      rescinded and the manufactured home securing the contract has not been
      released from the lien of the contract in whole or in part;

  .   each contract creates a valid and enforceable first priority security
      interest in favor of Conseco Finance in the manufactured home covered
      by the contract and, in the case of each land-and-home contract, the
      lien created has been recorded or will be recorded within six months,
      and the security interest or lien has been assigned by Conseco Finance
      to Conseco Securitizations;

  .   all parties to each contract had capacity to execute the contract;

  .   no contract has been sold, assigned or pledged to any other person and
      before the transfer of the contracts by Conseco Finance to Conseco
      Securitizations, Conseco Finance had good and marketable title to each
      contract free and clear of any encumbrance, equity, loan, pledge,
      charge, claim or security interest, and was the sole owner and had
      full right to transfer the contract to Conseco Securitizations;

  .   as of the cut-off date, there was no default, breach, violation or
      event permitting acceleration under any contract except for payment
      delinquencies permitted by the first clause above, no event which with
      notice and the expiration of any grace or cure period would constitute
      a default, breach, violation or event permitting acceleration under
      the contract, and we have not waived any of the foregoing;

  .   as of the closing date there were, to the best of our knowledge, no
      liens or claims which have been filed for work, labor or materials
      affecting a manufactured home

                                       7
<PAGE>

      or any related mortgaged property securing a contract, which are or
      may be liens prior or equal to the lien of the contract;

  .   each contract other than a step-up rate contract is a fully-amortizing
      loan with a fixed contract rate and provides for level payments over
      the term of the contract;

  .   each contract contains customary and enforceable provisions which
      render the rights and remedies of the holder adequate for realization
      against the collateral of the benefits of the security;

  .   the description of each contract appearing in the list delivered to
      the trustee is true and correct;

  .   there is only one original of each contract;

  .   except as specified in the related prospectus supplement, none of the
      contracts had a loan-to-value ratio at origination greater than 95%
      and, if the related manufactured home was new at the time the contract
      was originated, the original principal balance of the contract did not
      exceed 130% of the manufacturer's invoice price plus 100% of taxes and
      license fees, 130% of freight charges, 100% of the dealer's cost of
      dealer-installed equipment (not to exceed 25% of the amount financed
      in all states except California; not to exceed 70% of the
      manufacturer's invoice price in California if required to meet park
      requirements) and up to $1,500 of set-up costs per module;

  .   at the time of origination of each contract the obligor was the
      primary resident of the related manufactured home;

  .   other than the land-and-home contracts, the related manufactured home
      is not considered or classified as part of the real estate on which it
      is located under the laws of the jurisdiction in which it is located,
      and as of the closing date the manufactured home was, to the best of
      our knowledge, free of damage and in good repair;

  .   the related manufactured home is a manufactured home within the
      meaning of 42 United States Code, Section 5402(6) and each
      manufactured housing dealer from whom we purchased a contract was
      approved by us in accordance with the requirements of the Secretary of
      Housing and Urban Development;

  .   each contract is a qualified mortgage under Section 860G(a)(3) of the
      Internal Revenue Code and each manufactured home is manufactured
      housing within the meaning of Section 25(e)(10) of the Internal
      Revenue Code; and

  .   if a contract is an FHA/VA contract, the contract has been serviced in
      accordance with FHA/VA regulations, the insurance or guarantee of the
      contract under the FHA/VA regulations and related laws is in full
      force and effect, and no event has occurred which, with or without
      notice or lapse of time or both, would impair the insurance or
      guarantee.

    Under the terms of the pooling and servicing agreement, and subject to the
conditions specified in the preceding paragraph and to our option to effect a
substitution as described in the next paragraph, we will be obligated to
repurchase for the Repurchase Price (as defined below in this paragraph) any
contract on the first business day after the first Determination

                                       8
<PAGE>

Date (as defined below under "--Distributions on Certificates") which is more
than 90 days after we become aware, or should have become aware, or our receipt
of written notice from the trustee or the servicer, of a breach of any of our
representations or warranties in the pooling and servicing agreement that
materially adversely affects the trust's interest in any contract if the breach
has not been cured. (Section 3.05.) The Repurchase Price for any contract will
be the remaining principal amount outstanding on the contract on the date of
repurchase plus accrued and unpaid interest at its contract rate to the date of
the repurchase. This repurchase obligation constitutes the sole remedy
available to the trust and the certificateholders for a breach of a warranty
under the pooling and servicing agreement regarding contracts, but not for any
other breach by us of our obligations under the pooling and servicing
agreement. If a prohibited transaction tax under the REMIC provisions of the
Internal Revenue Code is incurred for the repurchase, distributions otherwise
payable to residual certificateholders will be applied to pay the tax. We will
be required to pay the amount of the tax that is not funded out of the
distributions.

    In lieu of purchasing a contract as specified in the preceding paragraph,
during the two-year period following the closing date, we may, at our option,
substitute, for the contract that it is otherwise obligated to repurchase, a
substitute contract that satisfies, as of the date of its substitution, the
representations and warranties specified in Article III of the pooling and
servicing agreement, has a scheduled principal balance that is not greater than
the scheduled principal balance of the replaced contract, has a contract rate
that is at least equal to the contract rate of the replaced contract and has a
remaining term to scheduled maturity that is not greater than the remaining
term to scheduled maturity of the replaced contract. We will be required to
deposit in the certificate account cash in the amount by which the scheduled
principal balance of the replaced contract exceeds the scheduled principal
balance of the contract being substituted. This deposit will be deemed to be a
partial principal prepayment.

Payments on Contracts

    Each certificate account will be a trust account established by the
servicer as to each series of certificates in the name of the trustee:

  (1) with a depository institution, the long-term unsecured debt
      obligations of which at the time of any deposit are rated within the
      two highest rating categories or the other rating category as will not
      adversely affect the ratings assigned to the certificates by each
      rating agency rating the certificates of that series; or

  (2) with the trust department of a national bank; or

  (3) in an account or accounts the deposits in which are fully insured by
      the FDIC; or

  (4) in an account or accounts the deposits in which are insured by the
      FDIC to the limits established by the FDIC, the uninsured deposits in
      which are otherwise secured so that, as evidenced by an opinion of
      counsel, the certificateholders have a claim for the funds in the
      certificate account or a perfected first priority security interest
      against any collateral securing the funds that is superior to the
      claims of any other depositors or general creditors of the depository
      institution with which the certificate account is maintained; or

                                       9
<PAGE>

  (5)  otherwise acceptable to the rating agency without reduction or
       withdrawal of the rating assigned to the relevant certificates.

The collateral eligible to secure amounts in the certificate account is limited
to United States government securities and other high-quality investments
specified in the applicable pooling and servicing agreement ("Eligible
Investments"). A certificate account may be maintained as an interest bearing
account, or the funds held in the account may be invested pending each
succeeding remittance date in Eligible Investments.

    Unless we specify otherwise in the related prospectus supplement, the
servicer will deposit in the certificate account on a daily basis the following
payments and collections received or made by it subsequent to the cut-off date,
including scheduled payments of principal and interest due after the cut-off
date but received by the servicer on or before the cut-off date:

  .   all obligor payments on account of principal, including principal
      prepayments, on the contracts;

  .   all obligor payments on account of interest on the contracts;

  .   all amounts received and retained for the liquidation of defaulted
      contracts, net of liquidation expenses ("Net Liquidation Proceeds");

  .   all proceeds received under any hazard or other insurance policy
      covering any contract, other than proceeds to be applied to the
      restoration or repair of the manufactured home or released to the
      obligor;

  .   any Advances made as described under "Advances" and other amounts
      required under the pooling and servicing agreement to be deposited in
      the certificate account;

  .   all amounts received from any credit enhancement provided on a series
      of certificates; and

  .   all proceeds of any contract or property acquired, that we or the
      servicer repurchase, as described above or under "--Termination of the
      Agreement" below.

                                USE OF PROCEEDS

    Unless we specify otherwise in the applicable prospectus supplement,
substantially all of the net proceeds to be received from the sale of each
series of certificates will be paid by Conseco Securitizations to Conseco
Finance as payment for the contracts, and those proceeds will be used by
Conseco Finance for general corporate purposes, including the purchase of the
contracts, costs of carrying the contracts until sale of the related
certificates and to pay other expenses connected with pooling the contracts and
issuing the certificates.


                                       10
<PAGE>

                             CONSECO FINANCE CORP.

General

    Effective November 1, 1999, we changed our name from Green Tree Financial
Corporation to Conseco Finance Corp.

    Conseco Finance is a Delaware corporation which, as of March 31, 2000, had
stockholders' equity of approximately $2.178 billion. We purchase, pool, sell
and service conditional sales contracts for manufactured housing throughout the
nation. We are the largest servicer of manufactured housing government insured
or guaranteed contracts and of conventional manufactured housing contracts in
the United States. We act as servicer of the contracts. Servicing functions are
performed through Conseco Finance Servicing Corp., our wholly owned subsidiary.
Through our principal offices in Saint Paul, Minnesota and service centers
throughout the United States, we serve all 50 states. Our principal executive
offices are located at 1100 Landmark Towers, 345 St. Peter Street, St. Paul,
Minnesota 55102-1639 (telephone (651) 293-3400). Our annual report on Form 10-K
for the year ended December 31, 1998, and, when available, subsequent quarterly
and annual reports are available from us upon written request.

    The SEC allows us to incorporate by reference some of the information we
file with it, which means that we can disclose important information to you by
referring you to those documents. The information that we incorporate by
reference is considered to be part of this prospectus, and later information
that we file with the SEC will automatically update and supersede this
information. We are incorporating by reference the following documents into
this prospectus and the prospectus supplement:

  .   Conseco Finance Corp.'s (formerly Green Tree Financial Corporation)
      annual report on Form 10-K for the year ended December 31, 1999.

  .   Conseco Finance Corp.'s (formerly Green Tree Financial Corporation)
      quarterly reports on Form 10-Q for the quarters ended March 31, and
      June 30, 2000.

All documents that we file under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this prospectus and before
the termination of the offering of the certificates issued by that trust will
be incorporated by reference into this prospectus.

    We will provide you, upon your written or oral request, a copy of any or
all of the documents incorporated by reference in this prospectus and exhibits
to those documents. Please direct your requests for copies to John Dolphin,
Director of Investor Relations, 11825 Pennsylvania Street, Carmel, Indiana
46032, telephone number (317) 817-6100.

    Federal securities law requires the filing of information with the SEC,
including annual, quarterly and special reports (including those referred to
above as being incorporated by reference) and other information. You can read
and copy these documents at the public

                                       11
<PAGE>

reference facility maintained by the SEC at Judiciary Plaza, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549. You can also read and copy these
reports and other information at the following regional offices of the SEC:

        New York Regional Office          Chicago Regional Office
        Seven World Trade Center          Citicorp Center
        Suite 1300                        500 West Madison Street, Suite 1400
        New York, NY 10048                Chicago, IL 60661

    Please call the SEC at 1-800-SEC-0330 for more information about the public
reference rooms or visit the SEC's web site at http://www.sec.gov to access
available filings.

Contract Origination

    Through our regional service centers, we arrange to purchase manufactured
housing contracts from manufactured housing dealers located throughout the
United States. Our regional service center personnel contact dealers located in
their region and explain our available financing plans, terms, prevailing rates
and credit and financing policies. If the dealer wishes to use our available
customer financing, the dealer must make an application for dealer approval.
Upon satisfactory results of our investigation of the dealer's creditworthiness
and general business reputation, we and the dealer execute a dealer agreement.
We also originate manufactured housing installment loan agreements directly
with customers, particularly in instances where a homeowner wants to refinance
an existing manufactured housing contract, which may or may not be with us.

    All contracts that we originate are written on forms we provide and are
originated on an individually approved basis in accordance with our guidelines.
The dealer or the customer submits the customer's credit application and
purchase order to a regional service center where our personnel make an
analysis of the creditworthiness of the proposed buyer. The analysis includes a
review of the applicant's paying habits, length and likelihood of continued
employment, and certain other factors. We use a proprietary automated credit
scoring system, which is a statistically based scoring system that quantifies
information using variables obtained from customers' credit applications and
credit reports. We believe the use of this proprietary credit scoring system
has contributed to the reduction in the number of repossessions incurred as a
percentage of our servicing portfolio. Manufactured housing contracts are
assumable by any individual who meets our then-current underwriting criteria.
If the application meets our guidelines and the credit is approved, we purchase
the contract after the manufactured home is delivered and set up and the
customer has moved in.

    We compute the loan-to-value ratio for each contract by first computing the
percentage relationship that the down payment bears to the total loan amount
plus any cash down payment, plus, in certain cases, fees and insurance premiums
financed, but not buydown points, then subtracting the result from one. The
down payment on some contracts, including land-and-home contracts, may include
the borrower's equity in land (based on the appraised value, discounted up to
20%, less encumbrances), for which a lien has been granted to us. For contracts
in which a lien on land has been granted to us in lieu of or as a supplement to

                                       12
<PAGE>

a cash down payment, the loan-to-value ratio is computed by dividing the
appraised value of the land, discounted up to 20%, by the total loan amount and
subtracting the result from one. If the customer is refinancing an existing
loan, we may in some situations rely on an appraisal made at the time the prior
loan was originated. Manufactured homes, unlike site-built homes, generally
depreciate in value. Consequently, at any time after origination it is
possible, especially in the case of contracts with high loan-to-value ratios at
origination, that the market value of a manufactured home may be lower than the
principal amount outstanding under the related contract.

    The volume of manufactured housing contracts we purchased or originated for
the past five years and other information at the end of those years were as
follows:

<TABLE>
<CAPTION>
                                         Year Ended December 31,
                          ----------------------------------------------------------
                             1995        1996        1997        1998        1999
                          ----------  ----------  ----------  ----------  ----------
                              (Dollars in thousands except for average size)
<S>                       <C>         <C>         <C>         <C>         <C>
Principal balance of
 contracts purchased:
  FHA/VA................  $   18,842  $   14,333  $   13,398  $    9,903  $      300
  Conventional..........   4,140,994   4,867,685   5,541,120   6,120,552   4,777,577
                          ----------  ----------  ----------  ----------  ----------
      Total.............  $4,159,836  $4,882,018  $5,554,518  $6,130,455  $4,777,877
                          ==========  ==========  ==========  ==========  ==========
Number of contracts pur-
 chased.................     133,398     143,145     152,839     152,176     135,278
Average contract size...  $   31,184  $   34,105  $   36,342  $   40,285  $   35,319
Average interest rate...        10.7%       10.2%       10.3%        9.8%       11.3%
Weighted average
 remaining term at
 purchase (months)......         266         291         298         310         304
</TABLE>

Pooling and Disposition of Contracts

    We generally pool contracts for sale to investors within 15 to 120 days of
purchase. In the case of FHA-insured and VA-guaranteed manufactured housing
contracts, we generally issue modified pass-through certificates secured by the
contracts and guaranteed by the Government National Mortgage Association. The
GNMA certificates provide for the payment by us to registered holders of GNMA
certificates of monthly payments of principal and interest and the pass-through
of any prepayments of the contracts.

    In the case of conventional manufactured housing contracts, we sell pools
of contracts through asset securitization vehicles such as the trust described
under "The Trust." We establish a specified level of recourse, which may take
the form of a subordinated right to interest payments on the contracts, payable
after the payment of scheduled principal and interest on the related investor
interests, or a cash reserve fund for losses on the contracts comprising the
pools. Upon a default under a contract and a liquidation of the underlying
collateral, any net losses are charged against the established recourse amount
or the reserve fund.

Servicing

    Conseco Finance services all of the manufactured housing contracts it
originates or purchases from other originators, collecting loan payments, taxes
and insurance payments

                                       13
<PAGE>

where applicable and other payments from borrowers and remitting principal and
interest payments to the holders of the conventional contracts or of the GNMA
certificates backed by FHA-insured and VA-guaranteed contracts.

                     CONSECO FINANCE SECURITIZATIONS CORP.

    Conseco Securitizations is a wholly owned subsidiary of Conseco Finance
Corp. It was formed on September 10, 1999. Conseco Securitizations may only
engage in the business of acquiring pools of contracts from Conseco Finance and
transferring those contracts to trusts such as the trusts described in this
prospectus, and incidental or related activities. The principal executive
offices of Conseco Securitizations are located at 300 Landmark Towers, St.
Paul, Minnesota 55102-1639 and its telephone number is (651) 293-3400.

    Conseco Securitizations has taken and will take steps in conducting its
business that are intended to make it unlikely that a bankruptcy of Conseco
Finance would result in the consolidation of the assets and liabilities of
Conseco Finance and Conseco Securitizations. These steps include the creation
of Conseco Securitizations as a separate, limited-purpose corporation pursuant
to articles of incorporation containing restrictions on the permissible
business activities of Conseco Securitizations, requiring that Conseco
Securitizations have on its board of directors at least two directors who are
independent of Conseco Finance, and requiring that all business transactions or
corporate actions outside of the ordinary course of business be approved by the
independent directors.

                              YIELD CONSIDERATIONS

    The remittance rates and the weighted average contract rate of the
contracts for each series of certificates are listed in the related prospectus
supplement.

    Unless we specify otherwise in the related prospectus supplement, each
monthly accrual of interest on a contract is calculated at one-twelfth of the
product of the contract rate and the principal balance outstanding on the
scheduled payment date for that contract in the preceding month. Unless we
specify otherwise in the related prospectus supplement, the remittance rate for
each certificate will be calculated similarly.

    The prospectus supplement for each series will indicate that a lower rate
of principal prepayments than anticipated would negatively affect the total
return to investors of any class of certificates that is offered at a discount
to its principal amount, and a higher rate of principal prepayments than
anticipated would negatively affect the total return to investors of any class
of certificates that is offered at a premium to its principal amount or without
any principal amount.

    The yield on some types of certificates which we may offer, such as
interest only certificates, principal only certificates, and fast pay/slow pay
certificates, each as further

                                       14
<PAGE>

described under "Description of Certificates--General," may be particularly
sensitive to prepayment rates, and to changes in prepayment rates, on the
underlying contracts. If so stated in the related prospectus supplement, the
yield on some types of certificates which we may offer could change and may be
negative under some prepayment rate scenarios. Accordingly, some types of
certificates may not be legal or appropriate investments for some financial
institutions, pension funds or others. See "ERISA Considerations" and "Legal
Investment Considerations" in this prospectus and in the prospectus supplement.
In addition, the timing of changes in the rate of prepayment on the contracts
included in a contract pool may significantly affect an investor's actual yield
to maturity, even if the average prepayment rate over time is consistent with
the investor's expectations. In general, the earlier that prepayments on
contracts occur, the greater the effect on the investor's yield to maturity.

    If a series of certificates contains classes of certificates entitled to
receive distributions of principal or interest or both, in a specified order
other than as a specified percentage of each distribution of principal or
interest or both, the prospectus supplement will show that information,
measured relative to a prepayment standard or model specified in that
prospectus supplement, for the projected weighted average life of each class
and the percentage of the original principal of each class that would be
outstanding on specified remittance dates for that series based on the
assumptions stated in that prospectus supplement, including assumptions that
prepayments on the contracts in the related trust fund are made at rates
corresponding to the various percentages of the prepayment standard or model.

                     MATURITY AND PREPAYMENT CONSIDERATIONS

Maturity

    Unless otherwise described in an applicable prospectus supplement, all of
the contracts will have maturities at origination of not more than 30 years.

Prepayment Considerations

    Contracts generally may be prepaid in full or in part without penalty. FHA
contracts and VA contracts may be prepaid at any time without penalty. Based on
our experience with the portfolio of manufactured housing contracts we service,
we anticipate that a number of the contracts will be prepaid prior to their
maturity. A number of factors, including homeowner mobility, general and
regional economic conditions and prevailing interest rates, may influence
prepayments. In addition, repurchases of contracts on account of breaches of
representations and warranties have the effect of prepaying the contracts and
therefore would affect the average life of the certificates. Most of the
contracts contain a due-on-sale clause that would permit the servicer to
accelerate the maturity of a contract upon the sale of the related manufactured
home. In the case of those contracts that do contain due-on-sale clauses, the
servicer will permit assumptions of the contracts if the purchaser of the
related manufactured home satisfies our then-current underwriting standards.

                                       15
<PAGE>

    Information regarding the prepayment model or any other rate of assumed
prepayment, as applicable, will be described in the prospectus supplement for a
series of certificates.

    See "Description of the Certificates--Termination of the Agreement" for a
description of Conseco Finance's or the servicer's option to repurchase the
contracts comprising part of a trust when the aggregate outstanding principal
balance of the contracts is less than a specified percentage of the initial
aggregate outstanding principal balance of the contracts as of the related cut-
off date. See also "The Trust--The Contract Pools."

                                       16
<PAGE>

                        DESCRIPTION OF THE CERTIFICATES

    Each series of certificates will be issued under a separate pooling and
servicing agreement to be entered into among Conseco Securitizations, as
seller, Conseco Finance, as servicer, and the trustee named in the related
prospectus supplement, and other parties, as are described in the applicable
prospectus supplement. The following summaries describe provisions expected to
be common to each agreement and the related certificates, but do not purport to
be complete and are subject to, and are qualified in their entirety by
reference to, the provisions of the related agreement and its description in
the related prospectus supplement. Section references refer to sections of the
form of agreement filed as an exhibit to the registration statement of which
this prospectus is a part. The portions of these sections we describe in the
prospectus may be contained in different numbered sections in the actual
agreement. The provisions of the form of agreement filed as an exhibit to the
registration statement that are not described in this prospectus may differ
from the provisions of any actual agreement. The material differences will be
described in the related prospectus supplement. Capitalized terms not otherwise
defined in this prospectus have the meanings assigned to them in the form of
agreement filed as an exhibit to the registration statement containing this
prospectus.

    Each series of certificates will have been rated in the rating category by
the rating agency or agencies specified in the related prospectus supplement.

General

    The certificates may be issued in one or more classes. If the certificates
of a series are issued in more than one class, the certificates of all or less
than all of the classes may be sold under this prospectus, and there may be
separate prospectus supplements relating to one or more of the classes sold.
When we refer to the prospectus supplement relating to a series comprised of
more than one class it should be understood as a reference to each of the
prospectus supplements relating to the classes sold under this prospectus. When
we refer to the certificates of a class it should be understood to refer to the
certificates of a class within a series or all of the certificates of a single-
class series, as the context may require. For convenience of description, any
reference in this prospectus to a class of certificates includes a reference to
any subclass of that class.

    The certificates of each series will be issued in fully registered form
only and will represent the interests specified in the related prospectus
supplement in a separate trust created under the related pooling and servicing
agreement. The trust will be held by the trustee for the benefit of the
certificateholders. Except as we otherwise specify in the related prospectus
supplement, the certificates will be freely transferable and exchangeable at
the corporate trust office of the trustee at the address listed in the related
prospectus supplement. No service charge will be made for any registration of
exchange or transfer of certificates, but the trustee may require payment of a
sum sufficient to cover any tax or other governmental charge.

    Ownership of each contract pool may be evidenced by one or more classes of
certificates, each representing the interest in the contract pool specified in
the related

                                       17
<PAGE>

prospectus supplement. Each series of certificates may include one or more
classes which are subordinated in right of distribution to one or more other
classes, as provided in the related prospectus supplement. A series of senior/
subordinated certificates may include one or more classes of mezzanine
certificates which are subordinated to one or more classes of certificates and
are senior to one or more classes of certificates. The prospectus supplement
for a series of senior/subordinated certificates will describe the extent to
which the subordinated certificates are subordinated, which may include a
formula for determining the subordinated amount or for determining the
allocation of the amount available for distribution among senior certificates
and subordinated certificates, the allocation of losses among the classes of
subordinated certificates, the period or periods of subordination, any minimum
subordinated amount and any distributions or payments which will not be
affected by the subordination. The protection afforded to the senior
certificateholders from the subordination feature described above will be
effected by the preferential right of the certificateholders to receive current
distributions from the contract pool. If a series of certificates contains more
than one class of subordinated certificates, losses will be allocated among the
classes in the manner described in the prospectus supplement. If so specified
in the applicable prospectus supplement, mezzanine certificates or other
classes of subordinated certificates may be entitled to the benefits of other
forms of credit enhancement and may, if rated in one of the four highest rating
categories by a nationally recognized statistical rating organization, be
offered under this prospectus and the prospectus supplement.

    If specified in a prospectus supplement, a series of certificates may
include one or more classes which:

  (1) are entitled to receive distributions only in respect of principal,
      interest or any combination of the two, or in specified proportions of
      the payments, and/or

  (2) are entitled to receive distributions of principal before or after
      specified principal distributions have been made on one or more other
      classes within a series, or on a planned amortization schedule or
      targeted amortization schedule or upon the occurrence of other
      specified events.

The prospectus supplement will list the rate at which interest will be paid to
certificateholders of each class of a given series. The interest rate may be
fixed, variable or adjustable, as specified in the related prospectus
supplement.

    The related prospectus supplement will specify the minimum denomination or
initial principal amount of contracts evidenced by a single certificate of each
class of certificates of a series.

    Distributions of principal and interest on the certificates will be made on
the remittance dates listed in the related prospectus supplement to the persons
in whose names the certificates are registered at the close of business on the
related record date specified in the related prospectus supplement.
Distributions will be made by check mailed to the address of the person
entitled to the distribution as it appears on the certificate register, or, as
described in the related pooling and servicing agreement, by wire transfer,
except that the final distribution in retirement of certificates will be made
only upon presentation and surrender of

                                       18
<PAGE>

the certificates at the office or agency of the trustee specified in the final
distribution notice to certificateholders.

Global Certificates

    The certificates of a class may be issued in whole or in part in the form
of one or more global certificates that will be deposited with, or on behalf
of, and registered in the name of a nominee for, a depositary identified in the
related prospectus supplement. The description of the certificates contained in
this prospectus assumes that the certificates will be issued in definitive
form. If the certificates of a class are issued in the form of one or more
global certificates, the term certificateholder should be understood to refer
to the beneficial owners of the global certificates, and the rights of the
certificateholders will be limited as described under this subheading.

    Global certificates will be issued in registered form. Unless and until it
is exchanged in whole or in part for certificates in definitive form, a global
certificate may not be transferred except as a whole by the depositary for the
global certificate to a nominee of the depositary or by a nominee of the
depositary to the depositary or another nominee of the depositary or by the
depositary or any nominee to a successor of the depositary or a nominee of the
successor.

    The specific terms of the depositary arrangement for any certificates of a
class will be described in the related prospectus supplement. It is anticipated
that the following provisions described in this subsection will apply to all
depositary arrangements.

    Upon the issuance of a global certificate, the depositary for the global
certificate will credit, on its book-entry registration and transfer system,
the respective denominations of the certificates represented by the global
certificate to the accounts of institutions that have accounts with the
depositary ("Participants"). Ownership of beneficial interests in a global
certificate will be limited to Participants or persons that may hold interests
through Participants. Ownership of beneficial interests in the global
certificate will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the depositary for the global
certificate or by Participants or persons that hold through Participants. The
laws of some states require that purchasers of securities take physical
delivery of the securities in definitive form. These limits and laws may impair
the ability to transfer beneficial interests in a global certificate.

    So long as the depositary for a global certificate, or its nominee, is the
owner of the global certificate, the depositary or the nominee, as the case may
be, will be considered the sole owner or holder of the certificates represented
by the global certificate for all purposes under the pooling and servicing
agreement relating to those certificates. Except as described in the paragraph
below, owners of beneficial interests in a global certificate will not be
entitled to have certificates of the series represented by a global certificate
registered in their names, will not receive or be entitled to receive physical
delivery of certificates of that series in definitive form and will not be
considered the owners or holders under the pooling and servicing agreement
governing those certificates.

                                       19
<PAGE>

    Distributions or payments on certificates registered in the name of or held
by a depositary or its nominee will be made to the depositary or its nominee,
as the case may be, as the registered owner for the holder of the global
certificate representing the certificates. In addition, all reports required
under the applicable pooling and servicing agreement to be made to
certificateholders, as described below under "Reports to Certificateholders,"
will be delivered to the depositary or its nominee, as the case may be. Conseco
Finance, the servicer, the seller, the trustee, or any agent, including any
applicable certificate registrar or paying agent, will not have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a global
certificate or for maintaining, supervising or reviewing any records relating
to the beneficial ownership interests or for providing reports to the related
beneficial owners.

    We expect that the depositary for certificates of a class, upon receipt of
any distribution or payment on a global certificate, will credit immediately
Participants' accounts with payments in amounts proportionate to their
respective beneficial interest in the global certificate as shown on the
records of the depositary. We also expect that payments by Participants to
owners of beneficial interests in the global certificate held through
Participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers
registered in street name, and will be the responsibility of the Participants.

    If a depositary for certificates of a class is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
or on behalf of Conseco Finance within the time period specified in the pooling
and servicing agreement, we will cause to be issued certificates of that class
in definitive form in exchange for the related global certificate or
certificates. In addition, we may at any time and in our sole discretion
determine not to have any certificates of a class represented by one or more
global certificates and, if this occurs, will cause to be issued certificates
of that class in definitive form in exchange for the related global certificate
or certificates. Further, if we so specify that the certificates of a class, an
owner of a beneficial interest in a global certificate representing
certificates of that class may, on terms acceptable to us and the depositary
for the global certificate, receive certificates of that class in definitive
form. In any such instance, an owner of a beneficial interest in a global
certificate will be entitled to physical delivery in definitive form of
certificates of the class represented by the global certificate equal in
denominations to the beneficial interest and to have the certificates
registered in its name.

Distributions on Certificates

    Except as otherwise provided in the related prospectus supplement, on each
remittance date, the trustee will withdraw from the applicable certificate
account and distribute to the certificateholders of each class, other than a
series having a class of subordinated certificates, as described below, either
the specified interest of the class in the contract pool times the aggregate of
all amounts on deposit in the certificate account as of the third business day
preceding the remittance date or another date as may be specified in the
related prospectus supplement (the "Determination Date"), or, in the case of a
series of certificates comprised

                                       20
<PAGE>

of classes which have been assigned a principal balance, payments of interest
and payments in reduction of the principal balance from all amounts on deposit
in the certificate account on the Determination Date, in the priority and
calculated in the manner described in the related prospectus supplement,
except, in each case:

  (1) all payments on the contracts that were due on or before the cut-off
      date;

  (2) all payments or collections received after the due period preceding
      the month in which the remittance date occurs;

  (3) all scheduled payments of principal and interest due on a date or
      dates subsequent to the due period preceding the Determination Date;

  (4) amounts representing reimbursement for Advances, these reimbursement
      being limited, if specified in the related prospectus supplement, to
      amounts received on particular contracts as late collections of
      principal or interest as to which the servicer has made an
      unreimbursed Advance; and

  (5) amounts representing reimbursement for any unpaid servicing fee and
      expenses from Liquidation Proceeds, condemnation proceeds and proceeds
      of insurance policies with respect to the related contracts. The
      amount of principal and interest specified in the related prospectus
      supplement to be distributed to certificateholders is referred to in
      this prospectus as the "Certificate Distribution Amount."

The amount available to make distributions on certificates will be the moneys
on deposit in the certificate account on a Determination Date, less the amounts
specified in (1) through (5) above.

    Unless we otherwise specify in the related prospectus supplement, for a
series of certificates having a class of subordinated certificates, on each
remittance date, the trustee will withdraw from the applicable certificate
account and distribute to the holders of senior certificates, in the aggregate,
the lesser of (1) the Senior Distribution Amount plus the Outstanding Senior
Shortfall (each defined below in this section), or (2) the percentage interest
which may vary as specified in the related prospectus supplement of the classes
of senior certificates times the amount available plus (a) the percentage
interest which may vary as specified in the related prospectus supplement of
the classes of subordinated certificates times the amount available, not to
exceed the available subordination amount, if any, as described in the related
prospectus supplement, and (b) Advances, if any, made by the servicer. The
distribution made to the certificateholders of each class of senior
certificates shall be calculated as described in the related prospectus
supplement and may vary as to the allocation of principal or interest or both.
Unless otherwise specified in the related prospectus supplement, the Senior
Distribution Amount is an amount equal to the percentage interest of the
classes of senior certificates times:

  (1) all regularly scheduled payments of principal of and interest which
      were due on contracts during the related due period, whether or not
      received, with the interest portions adjusted to the remittance rate;

  (2) all principal prepayments made by the obligor during the prior due
      period;


                                       21
<PAGE>

  (3)  for each contract not described in (4) below, all insurance proceeds,
       all condemnation awards and any other cash proceeds from a source
       other than the obligor, as required to be deposited in the
       certificate account, which were received during the prior due period,
       net of related unreimbursed Advances and net of any portion thereof
       which, as to any contract, constitutes late collections;

  (4) for each contract as to which a receipt of Liquidation Proceeds has
      been received during the prior due period or other event of
      termination of the contract has occurred during the prior due period,
      an amount equal to the principal amount of the contract outstanding
      immediately before the date of receipt of the Liquidation Proceeds or
      other event of termination, reduced by the principal portion of any
      unpaid payments due on or before that date to the extent previously
      advanced against or otherwise received by the certificateholder, plus
      interest from the most recent due date at the remittance rate; and

  (5) for each contract we repurchase for which the repurchase price was not
      distributed previously, an amount equal to the principal amount of the
      contract outstanding on the date of the repurchase reduced by the
      principal portion of any unpaid payments due on or before that date,
      but only to the extent advanced against or otherwise received by the
      certificateholders, plus interest to the most recent due date.

    The Outstanding Senior Shortfall for any class of senior certificates means
as of any date, to the extent not previously paid, the aggregate of the amounts
by which the Senior Distribution Amount for that class for any remittance date
exceeded the amount actually paid on that remittance date plus interest at the
remittance rate.

    Unless we otherwise specify in the related prospectus supplement, on each
remittance date, the servicer shall distribute to the classes of subordinated
certificateholders, in the order listed in the related prospectus supplement,
the balance of the amount available for distribution, if any, after the payment
to the senior certificateholders, as described above.

    Unless otherwise specified in the prospectus supplement relating to a
series of certificates, one or more classes of which have been assigned a
principal balance, distributions in reduction of the principal balance of the
certificates will be made on each remittance date to the certificateholders of
the class then entitled to receive the certificate distributions until the
aggregate amount of the distributions have reduced the principal balance of the
certificates of that class to zero or a specified percentage. Allocation of
distributions in reduction of principal balance will be made to each class of
certificates in the order specified in the related prospectus supplement,
which, if so specified in the prospectus supplement, may be concurrently.
Unless otherwise specified in the related prospectus supplement, distributions
in reduction of the principal balance of each certificate of a class then
entitled to receive distributions will be made pro rata among the certificates
of that class.

    Unless otherwise specified in the related prospectus supplement, the
maximum amount which will be distributed in reduction of principal balance to
holders of certificates of a class

                                       22
<PAGE>

then entitled to a distribution on any remittance date will equal, to the
extent funds are available, the sum of:

  (1) the amount of the interest, if any, that has accrued but is not yet
      payable on the Compound Interest Certificates of that series, if any,
      from the prior remittance date or since the date specified in the
      related prospectus supplement in the case of first remittance date
      (the "Accrual Remittance Amount"); and

  (2) the certificate remittance amount; and

  (3) the applicable percentage of the excess cash flow, if any, specified
      in the prospectus supplement.

    Unless otherwise specified in the related prospectus supplement, the
certificate remittance amount for a remittance date will equal the amount, if
any, by which the then outstanding principal balance of the certificates of the
related classes of series (before taking into account the amount of interest
accrued on any class of Compound Interest Certificates of that series to be
added to the principal balance on the remittance date) exceeds the asset value,
as defined in the related prospectus supplement, of the contracts in the
contract pool underlying the series as of the end of the applicable Due Period
specified in the related prospectus supplement. For purposes of determining the
certificate remittance amount for a remittance date, the asset value of the
contracts will be reduced to take into account the interest evidenced by the
classes of certificates in the principal distributions for those contracts
received by the trustee during the preceding due period.

    Unless otherwise specified in the prospectus supplement relating to a
series of certificates, one or more classes of which have been assigned a
principal balance, excess cash flow represents the excess of (1) the interest
evidenced by the classes of certificates in the distributions received on the
contracts underlying the series in the due period preceding a remittance date
for that series and, in the case of the first due period, the amount deposited
in the certificate account on the closing date for the sale of the
certificates, together with income from the reinvestment of the interest, (2)
the sum of all interest accrued, whether or not then payable, on the
certificates of the classes since the preceding remittance date or since the
date specified in the related prospectus supplement in the case of the first
remittance date, the certificate remittance amount for the then current
remittance date and, if applicable, any payments made on any certificates of
the class under any special distributions in reduction of principal balance
during the due period.

    Within the time specified in the pooling and servicing agreement and
described in the related prospectus supplement, the servicer will furnish a
statement to the trustee listing the amount to be distributed on the related
remittance date on account of principal and interest, stated separately, and a
statement providing information on the contracts.

    If there are not sufficient funds in the certificate account to make the
full distribution to certificateholders described above on any remittance date,
the servicer will distribute the funds available for distribution to the
certificateholders of each class in accordance with their respective interests,
except that any subordinated certificateholders, will not, subject to the

                                       23
<PAGE>

limitations described in the related prospectus supplement, receive any
distributions until senior certificateholders receive the Senior Distribution
Amount plus the Outstanding Senior Shortfall. The difference between the amount
which the certificateholders would have received if there had been sufficient
eligible funds in the certificate account and the amount actually distributed,
plus interest at the remittance rates of the respective contracts to which such
shortfall is attributable, will be added to the amount which the
certificateholders are entitled to receive on the next remittance date.

    Special Distributions. To the extent specified in the prospectus supplement
relating to a series of certificates, one or more classes of which have been
assigned a principal balance and having less frequent than monthly remittance
dates, these classes may receive special distributions in reduction of
principal balance in any month, other than a month in which a remittance date
occurs, if, as a result of principal prepayments on the contracts in the
related contract pool or low reinvestment yields, the trustee determines, based
on assumptions specified in the related agreement, that the amount of cash
anticipated to be on deposit in the certificate account on the next remittance
date for that series and available to be distributed to the holders of the
certificates of these classes may be less than the sum of:

  (1) the interest scheduled to be distributed to holders of the
      certificates of those classes; and

  (2) the amount to be distributed in reduction of principal balance of
      those certificates on the remittance date.

Any special distributions will be made in the same priority and manner as
distributions in reduction of principal balance would be made on the next
remittance date.

    Subordinated Certificates. The rights of a class of certificateholders of a
series to receive any or a specified portion of distributions of principal or
interest or both on the contracts, to the extent specified in the related
pooling and servicing agreement and described in the related prospectus
supplement, may be subordinated to the rights of other certificateholders. The
prospectus supplement for a series of certificates having a class of
subordinated certificates will describe the extent to which the class is
subordinated (which may include a formula for determining the subordinated
amount or for determining the allocation of the amount available among senior
certificates and subordinated certificates), the allocation of losses among the
classes of subordinated certificates, the period or periods of subordination,
and minimum subordinated amount and any distributions or payments which will
not be affected by the subordination. The protection afforded to the senior
certificateholders from this subordination feature will be effected by the
preferential right of the certificateholders to receive current distributions
from the contract pool.

Example of Distributions

    The following is an example of the flow of funds as it would relate to a
hypothetical series of certificates issued, and with a cut-off date occurring,
on May 15, 2000. All days are assumed to be business days. The initial
principal balance of the contract pool will be the aggregate principal balance
of the contracts at the close of business on the cut-off date, after

                                       24
<PAGE>

deducting principal payments due on or before that date, which, together with
corresponding interest payments, are not part of the contract pool and will not
be passed through to certificateholders. Scheduled payments and principal
prepayments may be received at any time during the due period and will be
deposited in the certificate account by the servicer for distribution to
certificateholders. When a contract is prepaid in full, interest on the amount
prepaid is collected from the obligor only to the date of payment.
Distributions on July 3 will be made to certificateholders of record at the
close of business on the business day immediately preceding the related
remittance date. On June 30 (the third business day before the remittance
date), the servicer will determine the amounts of principal and interest which
will be passed through on July 3. In addition, the servicer may advance funds
to cover any delinquencies, in which event the distribution to
certificateholders on July 3 will include the full amounts of principal and
interest due during the related due period. The servicer will also calculate
any changes in the relative interests evidenced by the senior certificates and
the subordinated certificates in the trust. On July 3, the amounts determined
on June 30 will be distributed to certificateholders.

<TABLE>
<S>                             <C>
May 15......................... Cut-off date.
May 16-June 15................. Due period. Servicer receives scheduled payments
                                on the contracts and any principal prepayments
                                made by obligors and applicable interest
                                thereon.
June 30........................ Record date.
June 28........................ Determination Date. Distribution amount
                                determined.
July 3......................... Remittance date.
</TABLE>

    Succeeding months follow the pattern of the due period through the
remittance date. The flow of funds for any series of certificates may differ
from the above example, as specified in the related prospectus supplement.

Reports to Certificateholders

    The trustee will forward to each certificateholder on each remittance date,
or as soon thereafter as is practicable, as specified in the related prospectus
supplement, a statement listing the following information:

  (1) the amount of distribution allocable to principal on the contracts;

  (2) the amount of the distribution allocable to interest on the contracts;

  (3)  if the distribution to the certificateholders is less than the full
       amount that would be distributable to the certificateholders if there
       were sufficient eligible funds in the certificate account, the
       difference between the aggregate amounts of principal and interest
       which certificateholders would have received if there were sufficient
       eligible funds in the certificate account and the amounts actually
       distributed;

  (4)  the aggregate amount of any Advance by the servicer included in the
       amounts actually distributed to the certificateholders;

  (5) the outstanding principal balance of the contracts; and


                                       25
<PAGE>

  (6)  the approximate weighted average remittance rate of the contracts
       during the due period immediately preceding the remittance date.

    In addition, not more than 90 days after the end of each calendar year, the
servicer will furnish a report to each certificateholder of record at any time
during that calendar year (a) as to the aggregate of amounts reported pursuant
to (1) through (5) above for that calendar year or, if the person was a
certificateholder of record during a portion of that calendar year, for the
applicable portion of that year, (b) other information as the servicer deems
necessary or desirable for certificateholders to prepare their tax returns and
(c) if so specified in the related prospectus supplement, a listing of the
principal balances of the contracts outstanding at the end of the calendar
year. Information in the monthly and annual reports provided to the
certificateholders will not have been examined and reported upon by an
independent public accountant. However, the servicer will provide to the
trustee annually a report by independent public accountants regarding the
servicing of the contracts as described under "Evidence as to Compliance"
above.

    In addition, to the extent applicable, the report shall include:

  (1) in the case of certificates which are assigned a principal balance,
      the amount of the distribution being made in reduction of principal
      balance specified in the related prospectus supplement, and the
      principal balance of each class of certificates and a single
      certificate of the holder's class after giving effect to the
      distribution in reduction of principal balance made on such remittance
      date and after giving effect to all special distributions since the
      preceding remittance date or since the closing date in the case of the
      first remittance date; and

  (2)  for Compound Interest Certificates, but only if the holders of those
       certificates shall not have received on the remittance date a
       distribution of interest equal to the entire amount of interest
       accrued on the certificate during the related due period remittance
       date:

     .   the interest accrued on the class of Compound Interest
         Certificates and on a single certificate of that class during the
         due period, or specified interest accrual period, for that
         remittance date and added to the principal of that Compound
         Interest Certificate; and

     .   the principal balance of the class of Compound Interest
         Certificates and of a single certificate of that class after
         giving effect to the addition of all interest accrued during the
         due period, or specified interest accrual period for that
         remittance date.

Advances

    To the extent provided in the related prospectus supplement, the servicer
is obligated to make periodic advances of cash from its own funds or, if
specified in the related prospectus supplement, from excess funds in the
certificate account not then required to be distributed to certificateholders
(each, an "Advance"), for distribution to the certificateholders in an amount
equal to the difference between the amount due to them and the amount in the

                                       26
<PAGE>

certificate account, eligible for distribution to them under the pooling and
servicing agreement, but only to the extent the difference is due to delinquent
payments of principal and interest for the preceding due period and only to the
extent the servicer determines the advances are recoverable from future
payments and collections on the delinquent contracts. The servicer's obligation
to make any Advances, may, as specified in the related prospectus supplement,
be limited in amount. If specified in the related prospectus supplement, the
servicer will not be obligated to make Advances until all or a specified
portion of any reserve fund is depleted. Advances are intended to maintain a
regular flow of scheduled interest and principal payments to the senior
certificateholders, not to guarantee or insure against losses. Accordingly, any
funds advanced are recoverable by the servicer out of amounts received on
particular contracts which represent late recoveries of principal or interest
for which any Advance was made.

Indemnification

    The pooling and servicing agreement requires us to defend and indemnify the
trust, the trustee, including any agent of the trustee and the
certificateholders (which indemnification will survive any removal of the
servicer as servicer of the contracts) against any and all costs, expenses,
losses, damages, claims and liabilities, including reasonable fees and expenses
of counsel and expenses of litigation (1) arising out of or resulting from the
use or ownership by Conseco Finance or the servicer or any of its affiliates of
any manufactured home and (2) for any taxes which may at any time be asserted
for, and as of the date of, the conveyance of the contracts to the trust but
not including any federal, state or other tax arising out of the creation of
the trust and the issuance of the certificates. (Article X).

    The pooling and servicing agreement also requires the servicer, in its
duties as servicer of the contracts, to defend and indemnify the trust, the
trustee and the certificateholders (which indemnification will survive any
removal of the servicer as servicer of the contracts) against any and all
costs, expenses, losses, damages, claims and liabilities, including reasonable
fees and expenses of counsel and expenses of litigation, for any action taken
by the servicer on any contract while it was the servicer. (Section 10.04.)

Amendment

    Unless we specify otherwise in the related prospectus supplement, the
pooling and servicing agreement may be amended by Conseco Finance, Conseco
Securitizations, the servicer and the trustee without the consent of the
certificateholders:

  .   to cure any ambiguity; or

  .   to correct or supplement any provision in the agreement that may be
      inconsistent with another provision; or

  .   if an election has been made for a particular series of certificates
      to treat the trust as a REMIC within the meaning of Section 860D(a) of
      the Internal Revenue Code, to maintain the REMIC status of the trust
      and to avoid the imposition of certain taxes on the REMIC; or


                                       27
<PAGE>

  .   to make any other provisions on matters or questions arising under the
      agreement that are not inconsistent with its provisions, provided that
      the action will not adversely affect in any material respect the
      interests of the certificateholders of the related series.

Unless we specify otherwise in the related prospectus supplement, the pooling
and servicing agreement may also be amended by Conseco Finance, Conseco
Securitizations, the servicer and the trustee with the consent of the
certificateholders, other than holders of residual certificates in the related
REMIC, if any, evidencing interests aggregating not less than 51% of the trust
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the pooling and servicing agreement or of
modifying in any manner the rights of the certificateholders; provided,
however, that no amendment that reduces in any manner the amount of, or delays
the timing of, any payment received on contracts which are required to be
distributed on any certificate may be effective without the consent of the
holders of each certificate.

Termination of the Agreement

    The obligations created by each pooling and servicing agreement will
terminate upon the date calculated as specified in the pooling and servicing
agreement, generally upon:

  (1) the later of the final payment or other liquidation of the last
      contracts subject to the agreement and the disposition of all property
      acquired upon foreclosure of any land-and-home contract or
      repossession of any manufactured home; and

  (2) the date on which the holder of the "residual interest" in the trust
      exercises its right to order a qualified liquidation of the trust, as
      described in the paragraph below;

  (3) the payment to the certificateholders of all amounts held by the
      servicer or the trustee and required to be paid to it under to the
      agreement.

Unless otherwise specified in the related prospectus supplement, Conseco
Finance or the servicer may at its option regarding any series of certificates,
repurchase all certificates or contracts remaining outstanding at that time as
the aggregate unpaid principal balance of contracts is less than the percentage
of the aggregate unpaid principal balance of the contracts on the cut-off date
specified for that series in the related prospectus supplement. Unless
otherwise provided in the related prospectus supplement, the repurchase price
will equal the principal amount of the contracts plus accrued interest from the
first day of the month of repurchase to the first day of the next succeeding
month at the contract rates borne by the contracts.

The Trustee

    The prospectus supplement for a series of certificates will specify the
trustee under the related pooling and servicing agreement. The trustee may have
normal banking relationships with Conseco Finance or its affiliates and the
servicer or its affiliates.


                                       28
<PAGE>

    The trustee may resign at any time, in which event Conseco Securitizations
will be obligated to appoint a successor trustee. Conseco Securitizations may
also remove the trustee if the trustee ceases to be eligible to continue as
trustee under the pooling and servicing agreement or if the trustee becomes
insolvent. Unless we specify otherwise in the related prospectus supplement,
the trustee may also be removed at any time by the holders of certificates
evidencing interests aggregating over 50% of the related trust as specified in
the pooling and servicing agreement. Any resignation or removal of the trustee
and appointment of a successor trustee will not become effective until
acceptance of the appointment by the successor trustee.

    The trustee will make no representation as to the validity or sufficiency
of the pooling and servicing agreement, the certificates, any contract,
contract file or related documents, and will not be accountable for the use or
application by Conseco Securitizations of any funds paid to Conseco
Securitizations, as seller, in consideration of the conveyance of the
contracts, or deposited into or withdrawn from the certificate account by the
servicer. (Section 11.03.) If no event of termination has occurred, the trustee
will be required to perform only those duties specifically required of it under
the pooling and servicing agreement. However, upon receipt of the various
certificates, reports or other instruments required to be furnished to it, the
trustee will be required to examine them to determine whether they conform as
to form to the requirements of the pooling and servicing agreement. (Section
11.01.) Whether or not an event of termination has occurred, the trustee is not
required to expend or risk its own funds or otherwise incur any financial
liability in the performance of its duties or the exercise of its powers if it
has reasonable grounds to believe that repayment of the funds or adequate
indemnity against the risk or liability is not reasonably assured to it.
(Section 11.01.)

    Under the pooling and servicing agreement, the servicer agrees to pay to
the trustee on each remittance date:

  .   reasonable compensation for all services rendered by it under the
      agreement, which compensation shall not be limited by any provision of
      law regarding the compensation of a trustee of an express trust; and

  .   reimbursement for all reasonable expenses, disbursements and advances
      incurred or made by the trustee in accordance with any provision of
      the agreement, including the reasonable compensation and the expenses
      and disbursements of its agents and counsel, except any expense,
      disbursement or advance attributable to the trustee's negligence or
      bad faith.

We have agreed to indemnify the trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
the trust and the trustee's duties under the trust, including the costs and
expenses of defending itself against any claim or liability in the exercise or
performance of any of the trustee's powers or duties.

                                       29
<PAGE>

                                   SERVICING

    Under the pooling and servicing agreement, the servicer will service and
administer the contracts assigned to the trustee as more fully described below
in this section. The servicer will perform diligently all services and duties
specified in each pooling and servicing agreement, in the same manner as
prudent lending institutions of manufactured housing contracts of the same type
as the contracts in those jurisdictions where the related manufactured homes
are located or as otherwise specified in the pooling and servicing agreement.
The duties to be performed by the servicer will include collection and
remittance of principal and interest payments, collection of insurance claims
and, if necessary, repossession.

    The servicer will make reasonable efforts to collect all payments called
for under the contracts and, consistent with the pooling and servicing
agreement and any FHA insurance and VA guaranty, will follow the collection
procedures as it follows for mortgage loans or contracts serviced by it that
are comparable to the contracts.

    Hazard Insurance. Except as otherwise specified in the related prospectus
supplement, the terms of the pooling and servicing agreement will require the
servicer to cause to be maintained for each contract one or more hazard
insurance policies which provide, at a minimum, the same coverage as a standard
form fire and extended coverage insurance policy that is customary for
manufactured housing, issued by a company authorized to issue policies in the
state in which the manufactured home is located, and in an amount which is not
less than the maximum insurable value of the manufactured home or the principal
balance due from the obligor on the related contract, whichever is less;
provided, however, that the amount of coverage provided by each hazard
insurance policy shall be sufficient to avoid the application of any co-
insurance clause contained in the policy. Each hazard insurance policy caused
to be maintained by the servicer shall contain a standard loss payee clause in
favor of the servicer and its successors and assigns. If any obligor is in
default in the payment of premiums on its hazard insurance policy or policies,
the servicer shall pay the premiums out of its own funds, and may add
separately the premium to the obligor's obligation as provided by the contract,
but may not add the premium to the remaining principal balance of the contract.

    The servicer may maintain, in lieu of causing individual hazard insurance
policies to be maintained for each manufactured home, and shall maintain, to
the extent that the related contract does not require the obligor to maintain a
hazard insurance policy for the related manufactured home, one or more blanket
insurance policies covering losses on the obligor's interest in the contracts
resulting from the absence or insufficiency of individual hazard insurance
policies. Any blanket policy shall be substantially in the form and in the
amount carried by the servicer as of the date of the agreement. The servicer
shall pay the premium for the policy on the basis described in the policy and
shall pay any deductible amount for claims under the policy relating to the
contracts. If the insurer thereunder shall cease to be acceptable to the
servicer, the servicer shall exercise its best reasonable efforts to obtain
from another insurer a replacement policy comparable to the policy.


                                       30
<PAGE>

    If the servicer shall have repossessed a manufactured home on behalf of the
trustee, the servicer shall either:

  (1) maintain at its expense hazard insurance for the manufactured home, or

  (2) indemnify the trustee against any damage to the manufactured home
      before resale or other disposition.

    Evidence as to Compliance. Unless we specify otherwise in the related
prospectus supplement, each pooling and servicing agreement will require the
servicer to deliver to the trustee a monthly report before each remittance
date, describing information about the contract pool and the certificates of
the series as is specified in the related prospectus supplement. Each report to
the trustee will be accompanied by a statement from an appropriate officer of
the servicer certifying the accuracy of the report and stating that the
servicer has not defaulted in the performance of its obligations under the
pooling and servicing agreement. On or before May 1 of each year, the servicer
will deliver to the trustee a report of a firm of independent public
accountants which is a member of the American Institute of Certified Public
Accountants stating that the firm has examined documents, records and
managements' assertions relating to loans serviced by the servicer and stating
that, on the basis of those procedures, the servicing has been conducted in
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers, or any successor program, except for any significant
exceptions or errors in records that, in the opinion of the firm, generally
accepted attestation standards require it to report.

    About the Servicer. The servicer may not resign from its obligations and
duties under a pooling and servicing agreement except upon a determination that
its duties under the pooling and servicing agreement are no longer permissible
under applicable law. No resignation will become effective until the trustee or
a successor servicer has assumed the servicer's obligations and duties under
the pooling and servicing agreement. The servicer can only be removed as
servicer in an event of termination as discussed below under "--Events of
Termination." Any person with which the servicer is merged or consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the servicer is a party, or any person succeeding to the business of the
servicer, will be the successor to the servicer under the pooling and servicing
agreement so long as such successor services at least $100 million of
manufactured housing contracts.

    Unless we specify otherwise in the related prospectus supplement, each
pooling and servicing agreement will also provide that neither the servicer,
nor any director, officer, employee or agent of the servicer, will be under any
liability to the trust or the certificateholders for any action taken or for
restraining from the taking of any action in good faith under the pooling and
servicing agreement, or for errors in judgment; provided, however, that neither
the servicer nor any such person will be protected against any liability which
would otherwise be imposed by reason of the failure to perform its obligations
in

                                       31
<PAGE>

strict compliance with the standards of care described in the pooling and
servicing agreement. The servicer may, in its discretion, undertake any action
which it may deem necessary or desirable with respect to the pooling and
servicing agreement and the rights and duties of the parties to the agreement
and the interests of the certificateholders. In such event, the legal expenses
and costs of the action and any liability resulting from the action will be
expenses, costs and liabilities of the trust and the servicer will be entitled
to be reimbursed out of the certificate account.

    The servicer shall keep in force throughout the term of the pooling and
servicing agreement:

  .   policy or policies of insurance covering errors and omissions for
      failure to maintain insurance as required by the pooling and servicing
      agreement, and

  .   a fidelity bond.

The policy or policies and the fidelity bond shall be in the form and amount as
is generally customary among persons which service a portfolio of manufactured
housing contracts having an aggregate principal amount of $100 million or more
and which are generally regarded as servicers acceptable to institutional
investors.

    The servicer, to the extent practicable, shall cause the obligors to pay
all taxes and similar governmental charges when and as due. To the extent that
nonpayment of any taxes or charges would result in the creation of a lien upon
any manufactured home having a priority equal or senior to the lien of the
related contract, the servicer shall advance any delinquent tax or charge.

    Servicing Compensation and Payment of Expenses. For its servicing of the
contracts, the servicer will receive servicing fees which include a monthly
servicing fee, which we may assign, for each due period, paid on the next
succeeding remittance date, equal to 1/12th of the product of 0.50% and the
Pool Scheduled Principal Balance for the immediately preceding remittance date.
As long as we are the servicer the trustee will pay us its monthly servicing
fee from any monies remaining after the certificateholders have received all
payments of principal and interest for the remittance date.

    The monthly servicing fee provides compensation for customary manufactured
housing contract third-party servicing activities to be performed by the
servicer for the trust and for additional administrative services performed by
the servicer on behalf of the trust. Customary servicing activities include
collecting and recording payments, communicating with obligors, investigating
payment delinquencies, providing billing and tax records to obligors and
maintaining internal records on each contract. Administrative services
performed by the servicer on behalf of the trust include calculating
distributions to certificateholders and providing related data processing and
reporting services for certificateholders and on behalf of the trustee.
Expenses incurred in servicing the contracts and paid by the servicer from its
servicing fees include, payment of fees and expenses of accountants, payments
of all fees and expenses incurred in the enforcement of contracts except
liquidation expenses and payment of expenses incurred in distributions and
reports to

                                       32
<PAGE>

certificateholders. The servicer will be reimbursed out of the Liquidation
Proceeds of a liquidated contract for all ordinary and necessary liquidation
expenses incurred by it in realization upon the related manufactured home.

    As part of its servicing fees the servicer will also be entitled to retain,
as compensation for the additional services provided, any fees for late
payments made by obligors, extension fees paid by obligors for the extension of
scheduled payments and assumption fees for permitted assumptions of contracts
by purchasers of the related manufactured homes.

    Events of Termination. Except as otherwise specified in the related
prospectus supplement, events of termination under each agreement will include:

  .   any failure by the servicer to distribute to the certificateholders
      any required payment which continues unremedied for 5 days, or another
      period specified in the related prospectus supplement after the giving
      of written notice;

  .   any failure by the servicer duly to observe or perform in any material
      respect any other of its covenants or agreements in the agreement that
      materially and adversely affects the interests of certificateholders,
      which, in either case, continues unremedied for 30 days after the
      giving of written notice of the failure of breach;

  .   any assignment or delegation by the servicer of its duties or rights
      under the agreement, except as specifically permitted under the
      agreement, or any attempt to make an assignment or delegation;

  .   events of insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings regarding the servicer; and

  .   the servicer is no longer an eligible servicer as defined in the
      applicable agreement.

Notice as used in the pooling and servicing agreement shall mean notice to the
servicer by the trustee or Conseco Finance, or to Conseco Finance, the
servicer, if any, and the trustee by the holders of certificates representing
interests aggregating not less than 25% of the trust.

    Rights Upon Event of Termination. Except as otherwise specified in the
related prospectus supplement, so long as an event of termination remains
unremedied, the trustee may, and at the written direction of the
certificateholders of a series evidencing interests aggregating 25% or more of
the related trust, shall, terminate all of the rights and obligations of the
servicer under the related pooling and servicing agreement and in and to the
contracts, and the proceeds of the contracts, at which time subject to
applicable law regarding the trustee's ability to make advances the trustee or
a successor servicer under the agreement will succeed to all the
responsibilities, duties and liabilities of the servicer under the agreement
and will be entitled to similar compensation arrangements; provided, however,
that neither the trustee nor any successor servicer will assume any obligation
of Conseco Finance to repurchase contracts for breaches of representations or
warranties, and the trustee and the successor servicer will not be liable for
any acts or omissions of the prior servicer occurring before a transfer of the
servicer's servicing and related functions or for any breach by the servicer of
any of its obligations contained in the pooling and servicing agreement.
Notwithstanding the termination, the servicer shall be entitled to payment of
amounts

                                       33
<PAGE>

payable to it before termination, for services rendered before termination. No
termination will affect in any manner our obligation to repurchase contracts
for breaches of representations or warranties under the agreement. If the
trustee is obligated to succeed the servicer but is unwilling or unable, it may
appoint, or petition to a court of competent jurisdiction for the appointment
of a servicer. Pending the appointment, the trustee is obligated to act in that
capacity. The trustee and the successor may agree upon the servicing
compensation to be paid, which in no event may be greater than the compensation
to the servicer under the agreement.

    No certificateholder will have any right under a pooling and servicing
agreement to institute any proceeding regarding the pooling and servicing
agreement unless the holder previously has given to the trustee written notice
of default and unless the holders of certificates evidencing interests
aggregating not less than 25% of the related trust requested the trustee in
writing to institute the proceeding in its own name as trustee and have offered
to the trustee reasonable indemnity and the trustee for 60 days has neglected
or refused to institute any proceeding. The trustee will be under no obligation
to take any action or institute, conduct or defend any litigation under the
pooling and servicing agreement at the request, order or direction of any of
the holders of certificates, unless the certificateholders have offered to the
trustee reasonable security or indemnity against the costs, expenses and
liabilities which the trustee may incur.

                 DESCRIPTION OF FHA INSURANCE AND VA GUARANTEES

    Certain of the contracts may be FHA-insured or VA-guaranteed, the payments
upon which, subject to the following discussion, are insured by the FHA under
Title I of the National Housing Act or partially guaranteed by the VA.

    The regulations governing FHA manufactured home insurance provide that
insurance benefits are payable upon the repossession and resale of the
collateral and assignment of the contract to HUD. For a defaulted FHA contract,
the servicer must follow applicable regulations before initiating repossession
procedures. These regulations include requirements that the lender arrange a
face-to-face meeting with the borrower, initiate a modification or repayment
plan, if feasible, and give the borrower 30 days' notice of default before any
repossession. The insurance claim is paid in cash by HUD. For manufactured
housing contracts, the amount of insurance benefits generally paid by FHA is
equal to 90% of the sum of:

  (1) the unpaid principal amount of the contract at the date of default and
      uncollected interest earned to the date of default computed at the
      contract rate, after deducting the best price obtainable for the
      collateral, based in part on a HUD-approved appraisal, and all amounts
      retained or collected by the lender from other sources regarding the
      contract; and

  (2) accrued and unpaid interest on the unpaid amount of the contract from
      the date of default to the date of submission of the claim plus 15
      calendar days, but in no event more than nine months, computed at a
      rate of 7% per year; and

                                       34
<PAGE>

  (3) costs paid to a dealer or other third party to repossess and preserve
      the manufactured home; and

  (4) the amount of any sales commission paid to a dealer or other third
      party for the resale of the property; and

  (5) for a land-and-home contract, property taxes, special assessments and
      other similar charges and hazard insurance premiums, prorated to the
      date of disposition of the property; and

  (6) uncollected court costs; and

  (7) legal fees, not to exceed $500; and

  (8) expenses for recording the assignment of the lien on the collateral to
      the United States.

    The insurance available to a lender under FHA Title I insurance is subject
to the limit of a reserve amount equal to ten percent of the original principal
balance of all Title I insured loans originated by the lender, which amount is
reduced by all claims paid to the lender and which is increased by an amount
equal to ten percent of the original principal balance of insured loans
subsequently originated by the lender. As of March 31, 2000, the Company's
Title I reserve amount was approximately $67,635,000, which amount was
available to pay claims in respect of approximately $664,186,000 of FHA-insured
home improvement loans and manufactured housing contracts serviced by Conseco
Finance. If we were replaced as servicer of the contracts under the pooling and
servicing agreement, it is not clear from the FHA regulations what portion of
this reserve amount would be available for claims for the FHA-insured
contracts. The obligation to pay insurance premiums to FHA is our obligation,
as servicer of the FHA-insured contracts.

    The maximum guarantee that may be issued by the VA for a VA-guaranteed
contract is the lesser of (1) the lesser of $20,000 and 40% of the principal
amount of the contract and (2) the maximum amount of guaranty entitlement
available to the obligor veteran, which may range from $20,000 to zero. The
amount payable under the guarantee will be the percentage of the VA contract
originally guaranteed applied to indebtedness outstanding as of the applicable
date of computation specified in the VA regulations, interest accrued on the
unpaid balance of the loan to the appropriate date of computation and limited
expenses of the contract holder, but in each case only to the extent that the
amounts have not been recovered through resale of the manufactured home. The
amount payable under the guarantee may in no event exceed the amount of the
original guarantee.

                         LEGAL ASPECTS OF THE CONTRACTS

    The following discussion contains summaries of certain legal aspects of
manufactured housing contracts, including land-and-home contracts, which are
general in nature. Because these legal aspects are governed by applicable state
law, and these laws may differ substantially, the summaries do not purport to
be complete nor to reflect the laws of any particular state, nor to encompass
the laws of all states in which the security for the contracts

                                       35
<PAGE>

or land-and-home contracts is situated. The summaries are qualified in their
entirety by reference to the applicable federal and state laws governing the
contracts or land-and-home contracts.

The Contracts (Other than Land-and-Home Contracts)

    General. As a result of the assignment of the contracts to Conseco
Securitizations, and Conseco Securitizations' conveyance and assignment of that
pool to the trustee, the trust will succeed collectively to all of the rights,
including the right to receive payment on the contracts, and will assume the
obligations of the obligee under the contracts. Each contract evidences both
(1) the obligation of the obligor to repay the loan evidenced by the contract,
and (2) the grant of a security interest in the manufactured home to secure
repayment of the loan. Aspects of both features of the contracts are described
more fully in this section below.

    The contracts generally are "chattel paper" as defined in the UCC in effect
in the states in which the manufactured homes initially were registered. Under
the UCC, the sale of chattel paper is treated in a manner similar to perfection
of a security interest in chattel paper. Under the pooling and servicing
agreement, we will retain possession of the contracts as custodian for the
trustee, and will make an appropriate filing of a UCC-1 financing statement in
Minnesota to give notice of the trustee's ownership of the contracts. The
contracts will be stamped to reflect their assignment from Conseco Finance to
the trustee. However, if through negligence, fraud or otherwise, a subsequent
purchaser were able to take physical possession of the contracts without notice
of the assignment, the trustee's interest in the contracts could be defeated.

    Security Interests in the Manufactured Homes. The manufactured homes
securing the contracts may be located in all 50 states and the District of
Columbia. Security interests in manufactured homes may be perfected either by
notation of the secured party's lien on the certificate of title or by delivery
of the required documents and payment of a fee to the state motor vehicle
authority, depending on state law. In some nontitle states, perfection pursuant
to the provisions of the UCC is required. We effect the notation or delivery of
the required documents and fees, and obtains possession of the certificate of
title, as appropriate, under the laws of the state in which a manufactured home
is registered. If we fail, due to clerical errors, to effect this notation or
delivery, or file the security interest under the wrong law (for example, under
a motor vehicle title statute rather than under the UCC, in a few states), the
certificateholders may not have a first priority security interest in the
manufactured home securing a contract. As manufactured homes have become larger
and often have been attached to their sites without any apparent intention to
move them, courts in many states have held that manufactured homes, under
certain circumstances, may become subject to real estate title and recording
laws. As a result, a security interest in a manufactured home could be rendered
subordinate to the interests of other parties claiming an interest in the home
under applicable state real estate law. In order to perfect a security interest
in a manufactured home under real estate laws, the holder of the security
interest must file either a fixture filing under the provisions of the UCC or a
real estate mortgage under the real estate laws of the state where the home is
located. See "Land-and-Home Contracts" below. These filings must be made in the
real estate records office of the county where the home is located.

                                       36
<PAGE>

Substantially all of the contracts contain provisions prohibiting the borrower
from permanently attaching the manufactured home to its site. So long as the
borrower does not violate this agreement, a security interest in the
manufactured home will be governed by the certificate of title laws or the UCC,
and the notation of the security interest on the certificate of title or the
filing of a UCC financing statement will be effective to maintain the priority
of the security interest in the manufactured home. If, however, a manufactured
home becomes permanently attached to its site, other parties could obtain an
interest in the manufactured home which is prior to the security interest
originally retained by the seller and transferred to Conseco Finance. We will
represent that at the date of the initial issuance of the related certificates
we have obtained a perfected first priority security interest by proper
notation or delivery of the required documents and fees on substantially all of
the manufactured homes securing the contracts.

    We will assign the security interest in the manufactured homes to the
trustee on behalf of the certificateholders. Unless we specify otherwise in the
related prospectus supplement, neither Conseco Finance nor the trustee will
amend the certificates of title to identify the trustee as the new secured
party, and neither Conseco Finance nor the servicer will deliver the
certificates of title to the trustee or note the interest of the trustee.
Accordingly, we will continue to be named as the secured party on the
certificates of title relating to the manufactured homes. In some states, the
assignment is an effective conveyance of the security interest without
amendment of any lien noted on the related certificate of title and the new
secured party succeeds to the servicer's rights as the secured party. However,
in some states in the absence of an amendment to the certificate of title, the
assignment of the security interest in the manufactured home may not be held
effective or the security interests may not be perfected and in the absence of
the notation or delivery to the trustee, the assignment of the security
interest in the manufactured home may not be effective against creditors of
Conseco Finance or a trustee in bankruptcy of Conseco Finance.

    In the absence of fraud, forgery or permanent affixation of the
manufactured home to its site by the manufactured home owner, or administrative
error by state recording officials, the notation of the lien of Conseco Finance
on the certificate of title or delivery of the required documents and fees will
be sufficient to protect the certificateholders against the rights of
subsequent purchasers of a manufactured home or subsequent lenders who take a
security interest in the manufactured home. If there are any manufactured homes
as to which Conseco Finance's security interest is not perfected, the security
interest would be subordinate to, among others, subsequent purchasers for value
of the manufactured homes and holders of perfected security interests. There
also exists a risk in not identifying the trustee as the new secured party on
the certificate of title that, through fraud or negligence, the security
interest of the trustee could be released.

    If the owner of a manufactured home moves it to a state other than the
state in which the manufactured home initially is registered, under the laws of
most states the perfected security interest in the manufactured home would
continue for four months after the relocation and thereafter only if and after
the owner re-registers the manufactured home in that state. If the owner were
to relocate a manufactured home to another state and not re-register the
manufactured home in that state, and if steps were not taken to re-perfect the

                                       37
<PAGE>

trustee's security interest in that state, the security interest in the
manufactured home would cease to be perfected. A majority of states generally
require surrender of a certificate of title to re-register a manufactured home;
accordingly, we must surrender possession if it holds the certificate of title
to the manufactured home or, in the case of manufactured homes registered in
states which provide for notation of lien, we would receive notice of surrender
if the security interest in the manufactured home is noted on the certificate
of title. Accordingly, we would have the opportunity to re-perfect our security
interest in the manufactured home in the state of relocation. In states which
do not require a certificate of title for registration of a manufactured home,
re-registration could defeat perfection. In the ordinary course of servicing
the manufactured housing conditional sales contracts, we take steps to effect
the re-perfection upon receipt of notice of re-registration or information from
the obligor as to relocation. Similarly, when an obligor under a contract sells
a manufactured home, we must surrender possession of the certificate of title
or we will receive notice as a result of our lien noted on the title and
accordingly we will have an opportunity to require satisfaction of the related
manufactured housing conditional sales contract before release of the lien.
Under the pooling and servicing agreement, the servicer is obligated to take
steps, at the servicer's expense, necessary to maintain perfection of security
interests in the manufactured homes.

    Under the laws of most states, liens for repairs performed on a
manufactured home and liens for personal property taxes take priority over a
perfected security interest. We will represent in the pooling and servicing
agreement that we have no knowledge of any liens on any manufactured home
securing payment on any contract. However, liens could arise at any time during
the term of a contract. No notice will be given to the trustee or
certificateholders if a lien arises.

    Enforcement of Security Interests in Manufactured Homes. The servicer on
behalf of the trustee, as required by the related pooling and servicing
agreement, may take action to enforce the trustee's security interest on
contracts in default by repossession and resale of the manufactured homes
securing the defaulted contracts. So long as the manufactured home has not
become subject to real estate laws, a creditor can repossess a manufactured
home securing a contract by voluntary surrender, by self-help repossession that
is peaceful (i.e., without breach of the peace) or, in the absence of voluntary
surrender and the ability to repossess without breach of the peace, by judicial
process. The holder of a contract must give the debtor a number of days'
notice, which varies from 10 to 30 days depending on the state, before
commencement of any repossession. The UCC and consumer protection laws in most
states place restrictions on repossession sales, including requiring prior
notice to the debtor and commercial reasonableness in effecting such a sale.
The law in most states also requires that the debtor be given notice of any
sale before resale of the unit so that the debtor may redeem at or before the
resale. In the event of such repossession and resale of a manufactured home,
the trustee would be entitled to be paid out of the sale proceeds before the
proceeds could be applied to the payment of the claims of unsecured creditors
or the holders of subsequently perfected security interests or, thereafter, to
the debtor.

    Under the laws applicable in most states, a creditor is entitled to obtain
a deficiency judgment from a debtor for any deficiency on repossession and
resale of the manufactured

                                       38
<PAGE>

home securing the debtor's loan. However, some states impose prohibitions or
limitations on deficiency judgments, and in many cases the defaulting borrower
would have no assets with which to pay a judgment.

    Certain other statutory provisions, including federal and state bankruptcy
and insolvency laws and general equitable principles, may limit or delay the
ability of a lender to repossess and resell collateral or enforce a deficiency
judgment.

    Under the terms of the federal Soldiers' and Sailors' Civil Relief Act of
1940, an obligor who enters military service after the origination of the
obligor's contract, including an obligor who is a member of the National Guard
or is in reserve status at the time of the origination of the contract and is
later called to active duty, may not be charged interest above an annual rate
of 6% during the period of the obligor's active duty status, unless a court
orders otherwise upon application of the lender. It is possible that the action
could have an effect, for an indeterminate period of time, on the ability of
the servicer to collect full amounts of interest on some of the contracts. Any
shortfall in interest collections resulting from the application of the Relief
Act, to the extent not covered by the subordination of a class of subordinated
certificates, could result in losses to the holders of a series of
certificates. In addition, the Relief Act imposes limitations which would
impair the ability of the servicer to foreclose on an affected contract during
the obligor's period of active duty status. Thus, if a contract goes into
default, there may be delays and losses occasioned by the inability to realize
upon the manufactured home in a timely fashion.

Land-and-Home Contracts

    General. The land-and-home contracts will be secured by either first
mortgages or deeds of trust, depending upon the prevailing practice in the
state where the underlying property is located. A mortgage creates a lien upon
the real property described in the mortgage. There are two parties to a
mortgage: the mortgagor, who is the borrower, and the mortgagee, who is the
lender. In a mortgage state, the mortgagor delivers to the mortgagee a note or
bond evidencing the loan and the mortgage. Although a deed of trust is similar
to a mortgage, a deed of trust has three parties: the borrower, a lender as
beneficiary, and a third-party grantee called the trustee. Under a deed of
trust, the borrower grants the property, irrevocably until the debt is paid, in
trust, generally with a power of sale, to the trustee to secure payment of the
loan. The trustee's authority under a deed of trust and the mortgagee's
authority under a mortgage are governed by the express provisions of the deed
of trust or mortgage, applicable law, and, in some cases, with respect to the
deed of trust, the directions of the beneficiary.

    Foreclosure. Foreclosure of a mortgage is generally accomplished by
judicial action. Generally, the action is initiated by the service of legal
pleadings upon all parties having an interest of record in the real property.
Delays in completion of the foreclosure occasionally may result from
difficulties in locating necessary parties defendant. When the mortgagee's
right to foreclosure is contested, the legal proceedings necessary to resolve
the issue can be time-consuming and expensive. After the completion of a
judicial foreclosure proceeding, the court may issue a judgment of foreclosure
and appoint a receiver or other officer to

                                       39
<PAGE>

conduct the sale of the property. In some states, mortgages may also be
foreclosed by advertisement, under a power of sale provided in the mortgage.
Foreclosure of a mortgage by advertisement is essentially similar to
foreclosure of a deed of trust by non-judicial power of sale.

    Foreclosure of a deed of trust is generally accomplished by a non-judicial
trustee's sale under a specific provision in the deed of trust that authorizes
the trustee to sell the property to a third party upon any default by the
borrower under the terms of the note or deed of trust. In some states, the
foreclosure also may be accomplished by judicial action in the manner provided
for foreclosure of mortgages. In some states the trustee must record a notice
of default and send a copy to the borrower-trustor and to any person who has
recorded a request for a copy of a notice of default and the notice of sale. In
addition, the trustee must provide notice in some states to any other
individual having an interest of record in the real property, including any
junior lienholders. If the deed of trust is not reinstated within any
applicable cure period, a notice of sale must be posted in a public place and,
in most states, published for a specified period of time in one or more
newspapers. In addition, some state laws require that a copy of the notice of
sale be posted on the property and sent to all parties having an interest of
record in the property.

    In some states, the borrower-trustor has the right to reinstate the loan at
any time following default until shortly before the trustee's sale. In general,
the borrower, or any other person having a junior encumbrance on the real
estate, may, during a reinstatement period, cure the default by paying the
entire amount in arrears plus the costs and expenses incurred in enforcing the
obligation. Some state laws control the amount of foreclosure expenses and
costs, including attorneys' fees, that may be recovered by a lender.

    In the case of foreclosure under either a mortgage or a deed of trust, the
sale by the receiver or other designated officer, or by the trustee, is a
public sale. However, because of the difficulty a potential buyer at the sale
would have in determining the exact status of title and because the physical
condition of the property may have deteriorated during the foreclosure
proceedings, it is not common for a third party to purchase the property at the
foreclosure sale. Rather, the lender generally purchases the property from the
trustee or receiver for an amount equal to the unpaid principal amount of the
note, accrued and unpaid interest and the expenses of foreclosure. Thereafter,
subject to the right of the borrower in some states to remain in possession
during the redemption period, the lender will assume the burdens of ownership,
including obtaining hazard insurance and making such repairs at its own expense
as are necessary to render the property suitable for sale. The lender commonly
will obtain the services of a real estate broker and pay the broker a
commission in connection with the sale of the property. Depending upon market
conditions, the ultimate proceeds of the sale of the property may not equal the
lender's investment in the property.

    Rights of Redemption. In some states, after sale under a deed of trust or
foreclosure of a mortgage, the borrower and foreclosed junior lienors are given
a statutory period in which to redeem the property from the foreclosure sale.
In other states, this right of redemption applies only to sale following
judicial foreclosure, and not sale pursuant to a non-judicial power of sale. In
most states where the right of redemption is available, statutory redemption

                                       40
<PAGE>

may occur upon payment of the foreclosure purchase price, accrued interest and
taxes. In some states the right to redeem is an equitable right. The effect of
a right of redemption is to diminish the ability of the lender to sell the
foreclosed property. The exercise of a right of redemption would defeat the
title of any purchaser at a foreclosure sale, or of any purchaser from the
lender subsequent to judicial foreclosure or sale under a deed of trust.
Consequently, the practical effect of the redemption right is to force the
lender to maintain the property and pay the expenses of ownership until the
redemption period has run.

    Anti-Deficiency Legislation and Other Limitations on Lenders. Some states
have imposed statutory restrictions that limit the remedies of a beneficiary
under a deed of trust or a mortgagee under a mortgage relating to a single
family residence. In some states, statutes limit the right of the beneficiary
or mortgagee to obtain a deficiency judgment against the borrower following
foreclosure or sale under a deed of trust. A deficiency judgment is a personal
judgment against the borrower equal in most cases to the difference between the
amount due to the lender and the net amount realized upon the foreclosure sale.

    Some state statutes may require the beneficiary or mortgagee to exhaust the
security afforded under a deed of trust or mortgage by foreclosure in an
attempt to satisfy the full debt before bringing a personal action against the
borrower. In other states, the lender has the option of bringing a personal
action against the borrower on the debt without first exhausting the security;
however, in some of these states, the lender, following judgment on the
personal action, may be deemed to have elected a remedy and may be precluded
from exercising remedies on the security. Consequently, the practical effect of
the election requirement, when applicable, is that lenders will usually proceed
first against the security rather than bringing a personal action against the
borrower.

    Other statutory provisions may limit any deficiency judgment against the
former borrower following a foreclosure sale to the excess of the outstanding
debt over the fair market value of the property at the time of the sale. The
purpose of these statutes is to prevent a beneficiary or a mortgagee from
obtaining a large deficiency judgment against the former borrower as a result
of low or no bids at the foreclosure sale.

    In some states, exceptions to the anti-deficiency statutes are provided for
in certain instances where the value of the lender's security has been impaired
by acts or omissions of the borrower, for example, in the event of waste of the
property.

    In addition to anti-deficiency and related legislation, numerous other
federal and state statutory provisions, including the federal bankruptcy laws,
the federal Soldiers' and Sailors' Civil Relief Act of 1940 and state laws
affording relief to debtors, may interfere with or affect the ability of a
secured mortgage lender to realize upon its security. For example, with respect
to a land-and-home contract, in a Chapter 13 proceeding under the federal
Bankruptcy Code, when a court determines that the value of a home is less than
the principal balance of the loan, the court may prevent a lender from
foreclosing on the home, and, as part of the rehabilitation plan, reduce the
amount of the secured indebtedness to the value of the home as it exists at the
time of the proceeding, leaving the lender as a general unsecured creditor for
the difference between that value and the amount of outstanding indebtedness. A

                                       41
<PAGE>

bankruptcy court may grant the debtor a reasonable time to cure a payment
default, and in the case of a mortgage loan not secured by the debtor's
principal residence, also may reduce the monthly payments due under the
mortgage loan, change the rate of interest and alter the mortgage loan
repayment schedule. Some court decisions have applied such relief to claims
secured by the debtor's principal residence.

    The Internal Revenue Code provides priority to certain tax liens over the
lien of the mortgage or deed of trust. The laws of some states provide priority
to certain tax liens over the lien of the mortgage or deed of trust. Numerous
federal and some state consumer protection laws impose substantive requirements
upon mortgage lenders in connection with the origination, servicing and the
enforcement of mortgage loans. These laws include the federal Truth in Lending
Act, Real Estate Settlement Procedures Act, Equal Credit Opportunity Act, Fair
Credit Billing Act, Fair Credit Reporting Act, and related statutes and
regulations. These federal laws and state laws impose specific statutory
liabilities upon lenders who originate or service mortgage loans and who fail
to comply with the provisions of the law. In some cases, this liability may
affect assignees of the contracts.

Consumer Protection Laws

    The holder-in-due-course rule of the Federal Trade Commission is intended
to defeat the ability of the transferor of a consumer credit contract which is
the seller of goods which gave rise to the transaction and related lenders and
assignees, to transfer the contract free of notice of claims by the debtor. The
effect of this rule is to subject the assignee of the contract, such as the
trust, to all claims and defenses which the obligor could assert against the
seller of the manufactured home. Liability under this rule is limited to
amounts paid under a contract; however, the obligor also may be able to assert
the rule to set off remaining amounts due as a defense against a claim brought
by the trust against the obligor. Numerous other federal and state consumer
protection laws impose requirements applicable to the origination and lending
under the contracts, including the Truth in Lending Act, the Federal Trade
Commission Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the
Equal Credit Opportunity Act, the Fair Debt Collection Practices Act and the
Uniform Consumer Credit Code. In the case of some of these laws, the failure to
comply with their provisions may affect the enforceability of the related
contract.

Transfers of Manufactured Homes; Enforceability of Due-on-Sale Clauses

    The contracts, in general, prohibit the sale or transfer of the related
manufactured homes without the consent of the servicer and permit the
acceleration of the maturity of the contracts by the servicer upon any sale or
transfer that is not consented to. We expect that we will permit most transfers
of manufactured homes and not accelerate the maturity of the related contracts.
In some cases, the transfer may be made by a delinquent Obligor in order to
avoid a repossession proceeding on a manufactured home.

    In the case of a transfer of a manufactured home after which the servicer
desires to accelerate the maturity of the related contract, the servicer's
ability to do so will depend on the enforceability under state law of the due-
on-sale clause. The Garn-St. Germain

                                       42
<PAGE>

Depositary Institutions Act of 1982 preempts, subject to exceptions and
conditions, state laws prohibiting enforcement of due-on-sale clauses
applicable to the manufactured homes. Consequently, in some states the servicer
may be prohibited from enforcing a "due-on-sale" clause on some manufactured
homes.

Applicability of Usury Laws

    Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980, provides that, subject to the following conditions, state usury
limitations shall not apply to any loan which is secured by a first lien on
certain kinds of manufactured housing. The contracts would be covered if they
satisfy certain conditions governing the terms of any prepayments, late charges
and deferral fees and requiring a 30-day notice period before instituting any
action leading to repossession of or foreclosure on to the related unit.

    Title V authorized any state to reimpose limitations on interest rates and
finance charges by adopting before April 1, 1983 a law or constitutional
provision which expressly rejects application of the federal law. Fifteen
states adopted such a law prior to the April 1, 1983 deadline. In addition,
even where Title V was not rejected, any state is authorized by the law to
adopt a provision limiting discount points or other charges on loans covered by
Title V. Conseco Finance will represent in the applicable Agreement that all of
the contracts comply with applicable usury law.

                              ERISA CONSIDERATIONS

    The Employee Retirement Income Security Act of 1974 imposes requirements on
employee benefit plans subject to ERISA ("ERISA Plans") and on persons who are
fiduciaries with respect to such ERISA Plans. Generally, ERISA applies to
investments made by such ERISA Plans. Among other requirements, ERISA mandates
that the assets of ERISA Plans be held in trust and that the trustee, or other
duly authorized fiduciary, have exclusive authority and discretion to manage
and control the assets of those ERISA Plans. ERISA also imposes duties on
persons who are fiduciaries of the ERISA Plans. Under ERISA, and subject to
exceptions not relevant to this offering, any person who exercises any
authority or control over the management or disposition of the assets of an
ERISA Plan is considered to be a fiduciary of the ERISA Plan, subject to the
standards of fiduciary conduct under ERISA. These standards include the
requirements that the assets of ERISA Plans be invested and managed for the
exclusive benefit of ERISA Plan participants and beneficiaries, the ERISA Plan
fiduciary determines that any such investment is permitted under the governing
ERISA Plan instruments and is prudent and appropriate for the ERISA Plan in
view of its overall investment policy and the composition and diversification
of its portfolio. Some employee benefit plans, such as governmental plans (as
defined in ERISA Section 3(32)) and some church plans (as defined in ERISA
Section 3(33)), are not subject to ERISA. Accordingly, assets of these plans
may be invested in certificates without regard to the ERISA considerations
described above and in the paragraphs below, subject to the provisions of
applicable state law. Any plan which is qualified and exempt from taxation
under Sections 401(a) and 501(a) of the Internal Revenue Code, however, is
subject to the prohibited transaction rules provided in Section 503 of the
Internal Revenue Code.

                                       43
<PAGE>

    In addition to the imposition of general fiduciary standards of investment
prudence and diversification, ERISA, and the corresponding provisions of the
Internal Revenue Code, prohibit a broad range of transactions involving assets
of ERISA Plans and of plans and other arrangements subject to Section 4795 of
the Code, such as individual retirement accounts (such plans together with
ERISA Plans called "Plans" in this document), and persons having specified
relationships to a Plan ("parties in interest" within the meaning of ERISA, and
"disqualified persons" within the meaning of the Internal Revenue Code). These
transactions are treated as "prohibited transactions" under Sections 406 and
407 of ERISA and excise taxes are imposed upon such persons by Section 4975 of
the Internal Revenue Code. An investment in the certificates by a Plan might
constitute a prohibited transaction under the foregoing provisions unless an
administrative exemption applies. In addition, if an investing Plan's assets
were deemed to include an interest in the assets of the contract pool and not
merely an interest in the certificates, transactions occurring in the operation
of the contract pool might constitute prohibited transactions unless an
administrative exemption applies. Exemptions which may be applicable to the
acquisition and holding of the certificates or to the servicing and operation
of the contract pool are noted in the paragraphs below.

    The Department of Labor has issued a regulation (29 C.F.R. Section 2510.3-
101) concerning the definition of what constitutes the assets of a Plan. This
regulation provides that, as a general rule, the underlying assets and
properties of corporations, partnerships, trusts and certain other entities in
which a Plan makes an equity investment will be deemed for purposes of ERISA to
be assets of the investing plan unless certain exceptions apply. However, the
regulation provides that, generally, the assets of a corporation or partnership
in which a Plan invests will not be deemed for purposes of ERISA to be assets
of such Plan if the equity interest acquired by the investing Plan is a
publicly-offered security. A publicly-offered security, as defined under the
regulation, is a security that is widely held, freely transferable, and
registered under the Securities Exchange Act of 1934. The certificates are not
expected to be publicly-offered securities under the terms of this regulation.

    Relief from the prohibited transaction rules of Section 406 and 407 of
ERISA (and from the prohibited transaction excise tax provisions of Section
4975 of the Internal Revenue Code) may be found under the provisions of
specific statutory, regulatory or administrative exemptive relief authorized
under Section 408 of ERISA. In Prohibited Transaction Exemption 83-1 ("PTE 83-
1"), the DOL exempted from ERISA's prohibited transaction rules transactions
relating to the operation of residential mortgage pool investment trusts and
the purchase, sale and holding of "mortgage pool pass-through certificates" in
the initial issuance of such certificates. PTE 83-1 permits, subject to certain
conditions, transactions which might otherwise be prohibited between Plans and
parties in interest with respect to those Plans related to the origination,
maintenance and termination of mortgage pools consisting of mortgage loans
secured by first or second mortgages or deeds of trust on single-family
residential property, and the acquisition and holding of certain mortgage pool
pass-through certificates representing an interest in such mortgage pools by
Plans. If the general conditions of PTE 83-1 are satisfied, investments by a
Plan in certificates that represent interests in a mortgage pool consisting of
single family loans will be exempt from

                                       44
<PAGE>

the prohibitions of Sections 406(a) and 407 of ERISA (relating generally to
transactions with parties in interest who are not fiduciaries) if the Plan
purchases such certificates at no more than fair market value, and will be
exempt from the prohibitions of Section 406(b)(1) and (2) of ERISA (relating
generally to transactions with fiduciaries) if, in addition, the purchase is
approved by an independent fiduciary, no sales commission is paid to the pool
sponsor, the Plan does not purchase more than 25 percent of such certificates,
and at least 50 percent of all such certificates are purchased by persons
independent of the pool sponsor or pool trustee. However, PTE 83-1 does not
provide an exemption for transactions involving subordinate certificates or for
certificates representing an interest in conditional sales contracts and
installment sales or loan agreements secured by manufactured housing like the
contracts.

    We cannot assure you that any of the exceptions provided in the regulation
described above, PTE 83-1 or any other administrative exemption under ERISA,
will apply to the purchase of certificates offered under this prospectus, and,
as a result, an investing Plan's assets could be considered to include an
undivided interest in the manufactured housing contracts and any other assets
held in the contract pool. If the assets of a contract pool are considered
assets of an investing Plan, Conseco Finance, the servicer, the trustee and
other persons, in providing services on the contracts, may be considered
fiduciaries to the Plan and subject to the fiduciary responsibility provisions
of Title I of ERISA and the prohibited transaction provisions of Section 4975
of the Internal Revenue Code for transactions involving those assets unless a
statutory or administrative exemption applies.

    Any Plan fiduciary considering the purchase of a certificate should consult
with its counsel about the potential applicability of ERISA and the Internal
Revenue Code to the investment. Moreover, each Plan fiduciary should determine
whether, under the general fiduciary standards of investment prudence and
diversification, an investment in the certificates is appropriate for the Plan,
taking into account the overall investment policy of the Plan and the
composition of the Plan's investment portfolio.

    PTE 95-60 exempts from ERISA's prohibited transaction rules transactions
engaged in by insurance company general accounts in which an employee benefit
plan has an interest if specified conditions are met. Additional exemptive
relief is provided for plans to engage in transactions with persons who provide
services to insurance company general accounts. PTE 95-60 also permits
transactions relating to the origination and operation of asset pool investment
trusts in which an insurance company general account has an interest as the
result of the acquisition of certificates issued by the trust.

    PTE 95-60 provides an exemption for transactions that involve certificates
representing interests in asset-backed pass-through trusts that consist of
certain receivables, loans and other obligations and that meet the conditions
and requirements of PTE 95-60. The receivables covered by PTE 95-60 include
manufactured housing installment sale contracts and installment loan agreements
such as the manufactured housing contracts. The exemption offered by PTE 95-60
is conditioned upon compliance with the requirements of PTE 83-1 or one of
several "underwriter exemptions," other than compliance with the requirements
that the certificates acquired by the general account not be subordinated and
receive a rating that

                                       45
<PAGE>

is in one of the three highest generic rating categories from either S&P,
Moody's, Duff & Phelps or Fitch.

    In addition to any exemption that may be available under PTE 95-60 for the
purchase and holding of the certificates by an insurance company general
account, the Small Business Job Protection Act of 1996 added a new Section
401(c) to ERISA, which provides exemptive relief from the provisions of Part 4
of Title I of ERISA and Section 4975 of the Internal Revenue Code, including
the prohibited transaction restrictions imposed by ERISA and the related excise
taxes imposed by the Internal Revenue Code, for transactions involving an
insurance company general account. Under Section 401(c) of ERISA, the DOL
issued final regulations (the "401(c) Regulations") on January 4, 2000 to
provide guidance for the purpose of determining, in cases where insurance
policies supported by an insurer's general account are issued to or for the
benefit of a Plan on or before December 31, 1998, which general account assets
constitute Plan assets. The 401(c) Regulations generally provide that until
July 5, 2001, no person will be subject to liability under Part 4 of Title I of
ERISA and Section 4975 of the Internal Revenue Code on the basis of a claim
that the assets of an insurance company general account constitute Plan assets,
unless

  (1) as otherwise provided by the Secretary of Labor in regulations to
      prevent avoidance of the regulations; or

  (2) an action is brought by the Secretary of Labor for breaches of
      fiduciary duty which would also constitute a violation of federal or
      state criminal law.

Any assets of an insurance company general account which support insurance
policies issued to a Plan after December 31, 1998 or issued to Plans on or
before December 31, 1998 for which the insurance company does not comply with
the 401(c) Regulations may be treated as Plan assets. In addition, because
Section 401(c) does not relate to insurance company separate accounts, separate
account assets are still treated as Plan assets of any Plan invested in the
separate account. Insurance companies contemplating the investment of general
account assets in the certificates should consult with their legal counsel
about the applicability of PTE 95-60 and Section 401(c) of ERISA, including the
general account's ability to continue to hold the certificates after July 5,
2001.

                        FEDERAL INCOME TAX CONSEQUENCES

General

    The following is a general discussion of certain federal income tax
consequences relating to the purchase, ownership, and disposition of the
certificates. The discussion is based upon laws, regulations, rulings, and
decisions now in effect, including Treasury Regulations issued on December 23,
1992, and generally effective for REMICs with startup days on or after November
12, 1991, all of which are subject to change or possibly differing
interpretations. The discussion does not purport to deal with federal income
tax consequences applicable to all categories of investors, some of which may
be subject to

                                       46
<PAGE>

special rules. Investors should consult their own tax advisors to determine the
federal, state, local, and any other tax consequences of the purchase,
ownership, and disposition of the certificates.

    Many aspects of the federal tax treatment of the purchase, ownership, and
disposition of the certificates will depend upon whether an election is made to
treat the trust or a segregated portion of the trust evidenced by a particular
series or sub-series of certificates as a REMIC within the meaning of Section
860D(a) of the Internal Revenue Code. The prospectus supplement for each series
will indicate whether or not an election to be treated as a REMIC has been or
will be made with respect thereto. The following discussion deals first with
series for which a REMIC election is made and then with series for which a
REMIC election is not made.

REMIC Series

    For each series of certificates for which a REMIC election is made, counsel
to Conseco Finance identified in the applicable prospectus supplement will have
advised Conseco Finance that in its opinion, assuming (1) the making of that
election in accordance with the requirements of the Internal Revenue Code and
(2) ongoing compliance with the applicable pooling and servicing agreement, at
the initial issuance of the certificates in the series the trust will qualify
as a REMIC and the certificates in that series ("REMIC Certificates") will be
treated either as regular interests in the REMIC within the meaning of Section
860G(a)(1) of the Internal Revenue Code ("Regular Certificates") or as residual
interests in the REMIC within the meaning of Section 860G(a)(2) of the Internal
Revenue Code ("Residual Certificates").

    Qualification as a REMIC. Qualification as a REMIC involves ongoing
compliance with requirements and the following discussion assumes that these
requirements will be satisfied by the trust so long as there are any REMIC
certificates outstanding. Substantially all of the assets of the REMIC must
consist of qualified mortgages and permitted investments as of the close of the
third month beginning after the day on which the REMIC issues all of its
regular and residual interests (the "startup day") and at all times thereafter.
The term "qualified mortgage" means any obligation, including a participation
or certificate of beneficial ownership in that obligation, which is principally
secured by an interest in real property that is transferred to the REMIC on the
startup day in exchange for regular or residual interests in the REMIC or is
purchased by the REMIC within the three-month period beginning on the startup
day if the purchase is under a fixed price contract in effect on the startup
day. The REMIC regulations provide that a contract is principally secured by an
interest in real property if the fair market value of the real property
securing the contract is at least equal to either (1) 80% of the issue price
(generally, the principal balance) of the contract at the time it was
originated or (2) 80% of the adjusted issue price (the then-outstanding
principal balance, with adjustments) of the contract at the time it is
contributed to a REMIC. The fair market value of the underlying real property
is to be determined after taking into account other liens encumbering that real
property. Alternatively, a contract is principally secured by an interest in
real property if substantially all of the proceeds of the contract were used to
acquire or to improve or protect an interest in real property that, at the

                                       47
<PAGE>

origination date, is the only security for the contract (other than the
personal liability of the obligor). The REMIC regulations provide that
obligations secured by manufactured housing or mobile homes (not including
recreational vehicles, campers or similar vehicles) which are single family
residences under Section 25(e)(10) of the Internal Revenue Code will qualify as
obligations secured by real property without regard to state law
classifications. See the discussion below under "REMIC Series--Status of
Manufactured Housing Contracts." A qualified mortgage also includes a qualified
replacement mortgage that is used to replace any qualified mortgage within
three months of the startup day or to replace a defective mortgage within two
years of the startup day.

    "Permitted investments" consist of:

  .   temporary investments of cash received under qualified mortgages
      before distribution to holders of interests in the REMIC ("cash-flow
      investments"),

  .   amounts, such as a reserve rund, if any, reasonably required to
      provide for full payment of expenses of the REMIC, the principal and
      interest due on regular or residual interests in the event of defaults
      on qualified mortgages, lower than expected returns on cash-flow
      investments, prepayment interest shortfalls or other contingencies
      ("qualified reserve assets"), and

  .   property acquired as a result of foreclosure of defaulted qualified
      mortgages ("foreclosure property").

A reserve fund will not be qualified if more than 30% of the gross income from
the assets in the reserve fund is derived from the sale or other disposition of
property held for three months or less, unless the sale is necessary to prevent
a default in payment of principal or interest on Regular Certificates. In
accordance with Section 860G(a)(7) of the Internal Revenue Code, a reserve fund
must be "promptly and appropriately" reduced as payments on contracts are
received. Foreclosure property will be a permitted investment only to the
extent that the property is not held for more than two years.

    The Internal Revenue Code requires that in order to qualify as a REMIC an
entity must make reasonable arrangements designed to ensure that specified
entities, generally including governmental entities or other entities that are
exempt from United States tax, including the tax on unrelated business income
("disqualified organizations"), not hold residual interests in the REMIC.
Consequently, it is expected that in the case of any trust for which a REMIC
election is made the transfer, sale, or other disposition of a Residual
Certificate to a disqualified organization will be prohibited and the ability
of a Residual Certificate to be transferred will be conditioned on the
trustee's receipt of a certificate or other document representing that the
proposed transferee is not a disqualified organization. The transferor of a
Residual Certificate must not, as of the time of the transfer, have actual
knowledge that the representation is false. The Internal Revenue Code further
requires that reasonable arrangements must be made to enable a REMIC to provide
the IRS and certain other parties, including transferors of residual interests
in a REMIC, with the information needed to compute the tax imposed by Section
860E(e)(1) of the Internal Revenue Code if, in spite of the steps taken to
prevent disqualified organizations from holding residual interests, such an

                                       48
<PAGE>

organization does, in fact, acquire a residual interest. See "REMIC Series--
Restrictions on Transfer of Residual Certificates" below.

    If the trust fails to comply with one or more of the ongoing requirements
for qualification as a REMIC, the trust will not be treated as a REMIC for the
year during which the failure occurs and thereafter unless the IRS determines,
in its discretion, that the failure was inadvertent (in which case, the IRS may
require any adjustments which it deems appropriate). If the ownership interests
in the assets of the trust consist of multiple classes, failure to treat the
trust fund as a REMIC may cause the trust to be treated as an association
taxable as a corporation. This treatment could result in income of the trust
being subject to corporate tax in the hands of the trust and in a reduced
amount being available for distribution to certificateholders as a result of
the payment of the taxes.

    Status of Manufactured Housing Contracts. The REMIC regulations as well as
a notice issued by the IRS provide that obligations secured by interests in
manufactured housing, which qualify as "single family residences" within the
meaning of Section 25(e)(10) of the Internal Revenue Code, are to be treated as
"qualified mortgages" for a REMIC. Under Section 25(e)(10) of the Internal
Revenue Code, the term "single family residence" includes any manufactured home
which has a minimum of 400 square feet of living space and a minimum width in
excess of 102 inches and which is of a kind customarily used at a fixed
location. Conseco Finance will represent and warrant that each of the
manufactured homes securing the contracts which are a part of a trust meets
this definition of a "single family residence." See the discussion above under
"REMIC Series--Qualification as a REMIC."

    Two-Tier REMIC Structures. For certain series of certificates, two separate
elections may be made to treat segregated portions of the assets of a single
trust as REMICs for federal income tax purposes (respectively, the "Subsidiary
REMIC" and the "Master REMIC"). Upon the issuance of any such series of
certificates, counsel will have advised Conseco Finance, as described above,
that at the initial issuance of the certificates, the Subsidiary REMIC and the
Master REMIC will each qualify as a REMIC for federal income tax purposes, and
that the certificates in that a series will be treated either as Regular
Certificates or Residual Certificates of the appropriate REMIC. Only REMIC
Certificates issued by the Master REMIC will be offered under this prospectus.
Solely for the purpose of determining whether the regular certificates will
constitute qualifying real estate or real property assets for certain
categories of financial institutions or real estate investment trusts as
described below, both REMICs in a two-tier REMIC structure will be treated as
one. See the discussion below under "REMIC Series--Taxation of Regular
Interests."

    Taxation of Regular Interests. Regular Certificates will be treated as new
debt instruments issued by the REMIC on the startup day. If a Regular
Certificate represents an interest in a REMIC that consists of a specified
portion of the interest payments on the REMIC's qualified mortgages, the stated
principal amount for that Regular Certificate may be zero. Such a specified
portion may consist of a fixed number of basis points, a fixed percentage of
interest or a qualified variable rate on some or all of the qualified
mortgages. Stated interest on a Regular Certificate will be taxable as ordinary
income. Holders of

                                       49
<PAGE>

Regular Certificates that would otherwise report income under a cash method of
accounting will be required to report income on these Regular Certificates
under the accrual method. Under temporary treasury regulations, if a trust,
with respect to which a REMIC election is made, is considered to be a single-
class REMIC, a portion of the REMIC's servicing fees, administrative and other
non-interest expenses, including assumption fees and late payment charges
retained by Conseco Finance, will be allocated as a separate item to those
Regular Certificateholders that are pass-through interest holders. Generally, a
single-class REMIC is defined as a REMIC that would be treated as a fixed
investment trust under applicable law but for its qualification as a REMIC, or
a REMIC that is substantially similar to an investment trust but is structured
with the principal purpose of avoiding this allocation requirement imposed by
the temporary treasury regulations. Generally, a pass-through interest holder
refers to individuals, entities taxed as individuals, such as certain trusts
and estates, and regulated investment companies. An individual, an estate, or a
trust that holds a Regular Certificate in the REMIC will be allowed to deduct
the foregoing expenses under Section 212 of the Internal Revenue Code only to
the extent that, in the aggregate and combined with certain other itemized
deductions, they exceed 2% of the adjusted gross income of the holder. In
addition, Section 68 of the Internal Revenue Code provides that the amount of
itemized deductions (including those provided for in Section 212 of the
Internal Revenue Code) otherwise allowable for the taxable year for an
individual whose adjusted gross income exceeds a threshold amount specified in
the Internal Revenue Code ($128,950 in 2000 in the case of a joint return) will
be reduced by the lesser of (1) 3% of the excess of adjusted gross income over
the specified threshold amount or (2) 80% of the amount of itemized deductions
otherwise allowable for such taxable year. As a result of these limitations,
certain holders of Regular Certificates in single-class REMICs may not be
entitled to deduct all or any part of these expenses.

    Tax Status of REMIC Certificates. In general, (1) Regular Certificates held
by a thrift institution taxed as a "domestic building and loan association"
within the meaning of Section 7701(a)(19) of the Internal Revenue Code will
constitute "a regular ... interest in a REMIC" within the meaning of Section
7701(a)(19)(C)(xi) of the Internal Revenue Code; and (2) Regular Certificates
held by a real estate investment trust will constitute "real estate assets"
within the meaning of Section 856(c)(4)(A) of the Internal Revenue Code and
interest thereon will be considered "interest on obligations secured by
mortgages on real property" within the meaning of Section 856(c)(3)(B) of the
Internal Revenue Code. If less than 95% of the average adjusted basis of the
assets comprising the REMIC are assets qualifying under any of the foregoing
Sections of the Internal Revenue Code (including assets described in Section
7701(a)(19)(C) of the Internal Revenue Code), then the Regular Certificates
will be qualifying assets only to the extent that the assets comprising the
REMIC are qualifying assets. Section 7701(a)(19)(C)(v) of the Internal Revenue
Code provides that "loans secured by an interest in real property" includes
loans secured by mobile homes not used on a transient basis. Treasury
regulations promulgated under Section 856 of the Internal Revenue Code state
that local law definitions are not controlling in determining the meaning of
the term "real property" for purposes of that section, and the IRS has ruled
that obligations secured by permanently installed mobile home units qualify as
"real estate assets" under this provision. Furthermore, interest paid with
respect to certificates held by a

                                       50
<PAGE>

real estate investment trust will be considered "interest on obligations
secured by mortgages on real property or on interests in real property" within
the meaning of Section 856(c)(3)(B) of the Internal Revenue Code to the same
extent that the certificates themselves are treated as real estate assets.
Regular Certificates held by a regulated investment company or a real estate
investment trust will not constitute "Government securities" within the meaning
of Sections 851(b)(4)(A)(i) and 856(c)(5)(A) of the Internal Revenue Code,
respectively. In addition, the REMIC regulations provide that payments on
contracts held and reinvested pending distribution to certificateholders will
be considered to be "real estate assets" within the meaning of Section
856(c)(4)(A) of the Internal Revenue Code. The Small Business Job Protection
Act of 1996 repealed the application of Section 593(d) of the Internal Revenue
Code to any taxable year beginning after December 31, 1995. Entities affected
by the foregoing provisions of the Internal Revenue Code that are considering
the purchase of certificates should consult their own tax advisors regarding
these provisions.

    Original Issue Discount. Regular Certificates may be issued with "original
issue discount." Rules governing original issue discount are set forth in
Sections 1271-1273 and 1275 of the Internal Revenue Code and the Treasury
Regulations issued thereunder in January 1994, as amended in June 1996 (the
"OID Regulations"). The discussion herein is based in part on the OID
Regulations, which generally apply to debt instruments issued on or after April
4, 1994, but which generally may be relied upon for debt instruments issued
after December 21, 1992. Moreover, although the rules relating to original
issue discount contained in the Internal Revenue Code were modified by the Tax
Reform Act of 1986 specifically to address the tax treatment of securities,
such as the Regular Certificates, on which principal is required to be prepaid
based on prepayments of the underlying assets, regulations under that
legislation have not yet been finalized. Certificateholders also should be
aware that the OID Regulations do not address certain issues relevant to
prepayable securities such as the Regular Certificates.

    In general, in the hands of the original holder of a Regular Certificate,
original issue discount, if any, is the difference between the "stated
redemption price at maturity" of the Regular Certificate and its "issue price."
The original issue discount with respect to a Regular Certificate will be
considered to be zero if it is less than .25% of the Regular Certificate's
stated redemption price at maturity multiplied by the number of complete years
from the date of issue of the Regular Certificate to its maturity date. The OID
Regulations, however, provide a special de minimis rule to apply to obligations
such as the Regular Certificates that have more than one principal payment or
that have interest payments that are not qualified stated interest as defined
in the OID Regulations, payable before maturity ("installment obligations").
Under the special rule, original issue discount on an installment obligation is
generally considered to be zero if it is less than .25% of the principal amount
of the obligation multiplied by the weighted average maturity of the obligation
as defined in the OID Regulations. Because of the possibility of prepayments,
it is not clear whether or how the de minimis rules will apply to the Regular
Certificates. It is possible that the anticipated rate of prepayments assumed
in pricing the debt instrument (the "Prepayment Assumption") will be required
to be used in determining the weighted average maturity of the Regular
Certificates. In the absence of authority to the contrary, we expect to apply
the de minimis

                                       51
<PAGE>

rule applicable to installment obligations by using the Prepayment Assumption.
The OID Regulations provide a further special de minimis rule applicable to any
Regular Certificates that are self-amortizing installment obligations, i.e.,
Regular Certificates that provide for equal payments composed of principal and
qualified stated interest payable unconditionally at least annually during its
entire term, with no significant additional payment required at maturity. Under
this special rule, original issue discount on a self-amortizing installment
obligation is generally considered to be zero if it is less than .167% of the
principal amount of the obligation multiplied by the number of complete years
from the date of issue of such a Regular Certificate to its maturity date.

    Generally, the original holder of a Regular Certificate that includes a de
minimis amount of original issue discount includes that original issue discount
in income as principal payments are made. The amount includable in income with
respect to each principal payment equals a pro rata portion of the entire
amount of de minimis original issue discount with respect to that Regular
Certificate. Any de minimis amount of original issue discount includable in
income by a holder of a Regular Certificate is generally treated as a capital
gain if the Regular Certificate is a capital asset in the hands of the holder
of the certificate. Pursuant to the OID Regulations, a holder of a Regular
Certificate that uses the accrual method of tax accounting or that acquired the
Regular Certificate on or after April 4, 1994, may, however, elect to include
in gross income all interest that accrues on a Regular Certificate, including
any de minimis original issue discount and market discount, by using the
constant yield method described below with respect to original issue discount.

    The stated redemption price at maturity of a Regular Certificate generally
will be equal to the sum of all payments, whether denominated as principal or
interest, to be made with respect thereto other than qualified stated interest.
Pursuant to the OID Regulations, qualified stated interest is stated interest
that is unconditionally payable at least annually at a single fixed rate of
interest (or, under certain circumstances, a variable rate tied to an objective
index) during the entire term of the Regular Certificate, including short
periods. Under the OID Regulations, interest is considered unconditionally
payable only if reasonable legal remedies exist to compel timely payment or the
debt instrument otherwise provides terms and conditions that make the
likelihood of late payment or nonpayment a remote contingency. It is possible
that interest payable on Regular Certificates may be considered not to be
unconditionally payable under the OID Regulations. Until further guidance is
issued, however, the REMIC will treat the interest on Regular Certificates as
unconditionally payable under the OID Regulations. In addition, under the OID
Regulations, certain variable interest rates payable on Regular Certificates,
including rates based upon the weighted average interest rate of a pool of
contracts, might not be treated as qualified stated interest. In this case, the
OID Regulations would treat interest under these rates as contingent interest
which generally must be included in income by the Regular Certificateholder
when the interest becomes fixed, as opposed to when it accrues. Until further
guidance is issued concerning the treatment of the interest payable on Regular
Certificates, the REMIC will treat the interest as being payable at a variable
rate tied to a single objective index of market rates. Prospective investors
should consult their tax advisors regarding the treatment of the interest under
the OID Regulations. In the absence of authority to the contrary and if

                                       52
<PAGE>

otherwise appropriate, Conseco Finance expects to determine the stated
redemption price at maturity of a Regular Certificate by assuming that the
anticipated rate of prepayment for all contracts will occur in such a manner
that the initial remittance rate for a certificate will not change.
Accordingly, interest at the initial remittance rate will constitute qualified
stated interest payments for purposes of applying the original issue discount
provisions of the Internal Revenue Code. In general, the issue price of a
Regular Certificate is the first price at which a substantial amount of the
Regular Certificates of the class are sold for money to the public, excluding
bond houses, brokers or similar persons or organizations acting in the capacity
of underwriters, placement agents or wholesalers. If a portion of the initial
offering price of a Regular Certificate is allocable to interest that has
accrued prior to its date of issue, the issue price of such a Regular
Certificate includes that pre-issuance accrued interest.

    If the Regular Certificates are determined to be issued with original issue
discount, a holder of a Regular Certificate must generally include the original
issue discount in ordinary gross income for federal income tax purposes as it
accrues in advance of the receipt of any cash attributable to such income. The
amount of original issue discount, if any, required to be included in a Regular
Certificateholder's ordinary gross income for federal income tax purposes in
any taxable year will be computed in accordance with Section 1272(a) of the
Internal Revenue Code and the OID Regulations. Under this section and the OID
Regulations, original issue discount accrues on a daily basis under a constant
yield method that takes into account the compounding of interest. The amount of
original issue discount to be included in income by a holder of a debt
instrument, such as a Regular Certificate, under which principal payments may
be subject to acceleration because of prepayments of other debt obligations
securing such instruments, is computed by taking into account the Prepayment
Assumption.

    The amount of original issue discount includable in income by a holder of a
Regular Certificate is the sum of the daily portions of the original issue
discount for each day during the taxable year on which the holder held the
Regular Certificate. The daily portions of original issue discount are
determined by allocating to each day in any accrual period a pro rata portion
of the excess, if any, of the sum of (1) the present value of all remaining
payments to be made on the Regular Certificate as of the close of the accrual
period and (2) the payments during the accrual period of amounts included in
the stated redemption price of the Regular Certificate over the adjusted issue
price of the Regular Certificate at the beginning of the accrual period.
Generally, the accrual period for the Regular Certificates corresponds to the
intervals at which amounts are paid or compounded with respect to such Regular
Certificate, beginning with their date of issuance and ending with the maturity
date. The adjusted issue price of a Regular Certificate at the beginning of any
accrual period is the sum of the issue price and accrued original issue
discount for each prior accrual period reduced by the amount of payments other
than payments of qualified stated interest made during each prior accrual
period. The Internal Revenue Code requires the present value of the remaining
payments to be determined on the bases of:

  .   the original yield to maturity, determined on the basis of compounding
      at the close of each accrual period and properly adjusted for the
      length of the accrual period;


                                       53
<PAGE>

  .   events, including actual prepayments, which have occurred before the
      close of the accrual period; and

  .   the assumption that the remaining payments will be made in accordance
      with the original Prepayment Assumption.

The effect of this method is to increase the portions of original issue
discount that a Regular Certificateholder must include in income to take into
account prepayments with respect to the contracts held by the trust that occur
at a rate that exceeds the Prepayment Assumption and to decrease, but not below
zero for any period, the portions of original issue discount that a Regular
Certificateholder must include in income to take into account prepayments on to
the contracts that occur at a rate that is slower than the Prepayment
Assumption. Although original issue discount will be reported to Regular
Certificateholders based on the Prepayment Assumption, no representation is
made to Regular Certificateholders that the Contracts will be prepaid at that
rate or at any other rate.

    A subsequent purchaser of a Regular Certificate will also be required to
include in the purchaser's ordinary gross income for federal income tax
purposes the original issue discount, if any, accruing with respect to the
Regular Certificate, unless the price paid equals or exceeds the Regular
Certificate's outstanding principal amount. If the price paid exceeds the sum
of the Regular Certificate's issue price plus the aggregate amount of original
issue discount accrued on the Regular Certificate, but does not equal or exceed
the outstanding principal amount of the Regular Certificate, the amount of
original issue discount to be accrued will be reduced in accordance with a
formula listed in Section 1272(a)(7)(B) of the Internal Revenue Code.

    Conseco Finance believes that the holder of a Regular Certificate
determined to be issued with non-de minimis original issue discount will be
required to include the original issue discount in ordinary gross income for
federal income tax purposes computed in the manner described above. However,
the OID Regulations either do not address or are subject to varying
interpretations regarding several issues concerning the computation of original
issue discount for obligations such as the Regular Certificates.

    Variable Rate Regular Certificates. Regular Certificates may bear interest
at a variable rate. Under the OID Regulations, if a variable rate Regular
Certificate provides for qualified stated interest payments computed on the
basis of certain qualified floating rates or objective rates, then any original
issue discount on a Regular Certificate is computed and accrued under the same
methodology that applies to Regular Certificates paying qualified stated
interest at a fixed rate. See the discussion above under "REMIC Series--
Original Issue Discount." Accordingly, if the issue price of such a Regular
Certificate is equal to its stated redemption price at maturity, the Regular
Certificate will not have any original issue discount.

    For purposes of applying the original issue discount provisions of the
Internal Revenue Code, all or a portion of the interest payable on a variable
rate Regular Certificate may not be treated as qualified stated interest in
certain circumstances, including the following:


                                       54
<PAGE>

  .   if the variable rate of interest is subject to one or more minimum or
      maximum rate floors or ceilings which are not fixed throughout the
      term of the Regular Certificate and which are reasonably expected as
      of the issue date to cause the rate in certain accrual periods to be
      significantly higher or lower than the overall expected return on the
      Regular Certificate determined without the floor or ceiling;

  .   if it is reasonably expected that the average value of the variable
      rate during the first half of the term of the Regular Certificate will
      be either significantly less than or significantly greater than the
      average value of the rate during the final half of the term of the
      Regular Certificate; or

  .   if interest is not payable in all circumstances.

In these situations, as well as others, it is unclear under the OID Regulations
whether these interest payments constitute qualified stated interest payments,
or must be treated either as part of a Regular Certificate's stated redemption
price at maturity resulting in original issue discount, or represent contingent
payments which are recognized as ordinary gross income for federal income tax
purposes only as the interest payments become fixed in each accrual period.

    If a variable rate Regular Certificate is deemed to have been issued with
original issue discount, as described above, the amount of original issue
discount accrues on a daily basis under a constant yield method that takes into
account the compounding of interest; provided, however, that the interest
associated with the Regular Certificate generally is assumed to remain constant
throughout the term of the Regular Certificate at a rate that, in the case of a
qualified floating rate, equals the value of such qualified floating rate as of
the issue date of the Regular Certificate, or, in the case of an objective
rate, at a fixed rate that reflects the yield that is reasonably expected for
the Regular Certificate. A holder of such a Regular Certificate would then
recognize original issue discount during each accrual period which is
calculated based upon such Regular Certificate's assumed yield to maturity,
adjusted to reflect the difference between the assumed and actual interest
rate.

    The OID Regulations either do not address or are subject to varying
interpretations on several issues concerning the computation of original issue
discount of the Regular Certificates, including variable rate Regular
Certificates. Additional information regarding the manner of reporting original
issue discount to the Internal Revenue Code and to holders of variable rate
Regular Certificates will be provided in the prospectus supplement relating to
the issuance of the Regular Certificates.

    Market Discount. Regular Certificates, whether or not issued with original
issue discount, will be subject to the market discount rules of the Internal
Revenue Code. A purchaser of a Regular Certificate who purchases the Regular
Certificate at a market discount (i.e., a discount from its original issue
price plus any accrued original issue discount, if any, as described above)
will be required to recognize accrued market discount as ordinary income as
payments of principal are received on such Regular Certificate or upon the sale
or exchange of the Regular Certificate. In general, the holder of a Regular
Certificate may elect to treat market discount as accruing either (1) under a
constant yield method that is similar

                                       55
<PAGE>

to the method for the accrual of original issue discount or (2) in proportion
to accruals of original issue discount (or, if there is no original issue
discount, in proportion to accruals of stated interest), in each case computed
taking into account the Prepayment Assumption.

    The Internal Revenue Code provides that the market discount on a Regular
Certificate will be considered to be zero if the amount allocable to the
Regular Certificate is less than 0.25% of the Regular Certificate's stated
redemption price at maturity multiplied by the number of complete years
remaining to its maturity after the holder acquired the obligation. If market
discount is treated as de minimis under this rule, the actual discount would be
allocated among a portion of each scheduled distribution representing the
stated redemption price of the Regular Certificate and that portion of the
discount allocable to such distribution would be reported as income when the
distribution occurs or is due.

    The Internal Revenue Code further provides that any principal payment on a
Regular Certificate acquired with market discount or any gain on disposition of
a Regular Certificate shall be treated as ordinary income to the extent it does
not exceed the accrued market discount at the time of such payment. The amount
of accrued market discount for purposes of determining the amount of ordinary
income to be recognized with respect to subsequent payments on such a Regular
Certificate is to be reduced by the amount previously treated as ordinary
income.

    The Internal Revenue Code grants authority to the Treasury Department to
issue regulations providing for the computation of accrued market discount on
debt instruments such as the Regular Certificates. Until those regulations are
issued, rules described in the legislative history for these provisions of the
Internal Revenue Code will apply. Under those rules, as described above, the
holder of a Regular Certificate with market discount may elect to accrue market
discount either on the basis of a constant interest rate or according to
certain other methods. Certificateholders who acquire a Regular Certificate at
a market discount should consult their tax advisors concerning various methods
which are available for accruing that market discount.

    In general, limitations imposed by the Internal Revenue Code that are
intended to match deductions with the taxation of income may require a holder
of a Regular Certificate having market discount to defer a portion of the
interest deductions attributable to any indebtedness incurred or continued to
purchase or carry such Regular Certificate. Alternatively, a holder of a
Regular Certificate may elect to include market discount in gross income as it
accrues and, if he or she makes such an election, is exempt from this rule. Any
election made on a Regular Certificate issued with market discount will apply
to all Regular Certificates acquired by the holder on or after the first day of
the first taxable year to which such election applies and may be revoked only
with the consent of the Internal Revenue Code. The adjusted basis of a Regular
Certificate subject to such election will be increased to reflect market
discount included in gross income, thereby reducing any gain or increasing any
loss on a sale or taxable disposition.

    Amortizable Premium. A holder of a Regular Certificate who holds the
Regular Certificate as a capital asset and who purchased the Regular
Certificate at a cost greater than

                                       56
<PAGE>

its outstanding principal amount will be considered to have purchased the
Regular Certificate at a premium. In general, the Regular Certificateholder may
elect to deduct the amortizable bond premium as it accrues under a constant
yield method. A Regular Certificateholder's tax basis in the Regular
Certificate will be reduced by the amount of the amortizable bond premium
deducted. In addition, it appears that the same methods which apply to the
accrual of market discount on installment obligations are intended to apply in
computing the amortizable bond premium deduction with respect to a Regular
Certificate. It is not clear, however, (1) whether the alternatives to the
constant-yield method which may be available for the accrual of market discount
are available for amortizing premium on Regular Certificates and (2) whether
the Prepayment Assumption should be taken into account in determining the term
of a Regular Certificate for this purpose. Certificateholders who pay a premium
for a Regular Certificate should consult their tax advisors concerning such an
election and rules for determining the method for amortizing bond premium.

    Gain or Loss on Disposition. If a Regular Certificate is sold, the seller
will recognize gain or loss equal to the difference between the amount realized
from the sale and the seller's adjusted basis in such Regular Certificate. The
adjusted basis generally will equal the cost of such Regular Certificate to the
seller, increased by any original issue discount included in the seller's
ordinary gross income with respect to such Regular Certificate and reduced, but
not below zero, by any payments on the Regular Certificate previously received
or accrued by the seller, other than qualified stated interest payments, and
any amortizable premium. Similarly, a Regular Certificateholder who receives a
principal payment with respect to a Regular Certificate will recognize gain or
loss equal to the difference between the amount of the payment and the holder's
allocable portion of his or her adjusted basis in the Regular Certificate.
Except as discussed below or with respect to market discount, any gain or loss
recognized upon a sale, exchange, retirement, or other disposition of a Regular
Certificate will be capital gain if the Regular Certificate is held as a
capital asset.

    Any capital gain recognized upon a sale, exchange or other disposition of a
Regular Certificate will be long-term capital gain if the seller's holding
period is more than one year and will be short-term capital gain if the
seller's holding period is one year or less. The deductibility of capital
losses is subject to certain limitations.

    Gain from the disposition of a Regular Certificate that might otherwise be
capital gain, including any gain attributable to de minimis original issue
discount, will be treated as ordinary income to the extent of the excess, if
any, of (1) the amount that would have been includable in the holder's income
if the yield on the Regular Certificate had equaled 110% of the applicable
federal rate determined as of the beginning of the holder's holding period,
over (2) the amount of ordinary income actually recognized by the holder with
respect to the Regular Certificate.

    Certain Other Taxes on the REMIC. The REMIC provisions of the Internal
Revenue Code impose a 100% tax on any net income derived by a REMIC from
certain prohibited transactions. These transactions are:

  .   any disposition of a qualified mortgage, other than pursuant to the
      substitution of a qualified replacement mortgage for a qualified
      mortgage (or the repurchase in lieu

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<PAGE>

      of substitution of a defective obligation), a disposition incident to
      the foreclosure, default, or imminent default of a mortgage, the
      bankruptcy or insolvency of the REMIC, or a qualified liquidation of
      the REMIC;

  .   the receipt of income from assets other than qualified mortgages and
      permitted investments;

  .   the receipt of compensation for services; and

  .   the receipt of gain from the dispositions of cash flow investments.

The REMIC regulations provide that the modification of the terms of a contract
occasioned by default or a reasonably foreseeable default of the contract, the
assumption of the contract, the waiver of a due-on-sale clause or the
conversion of an interest rate by an obligor pursuant to the terms of a
convertible adjustable-rate contract will not be treated as a disposition of
the contract. In the event that a REMIC holds adjustable rate contracts which
are convertible at the option of the obligor into fixed-rate, fully
amortizing, level payment contracts, a sale of the contracts by the REMIC
pursuant to a purchase agreement or other contract with Conseco Finance or
other party, if and when the obligor elects to so convert the terms of the
contract, is not expected to result in a prohibited transaction for the REMIC.
The Internal Revenue Code also imposes a 100% tax on contributions to a REMIC
made after the startup day, unless such contributions are payments made to
facilitate a cleanup call or a qualified liquidation of the REMIC, payments in
the nature of a guaranty, contributions during the three-month period
beginning on the startup day or contributions to a qualified reserve fund of
the REMIC by a holder of a residual interest in the REMIC. The Internal
Revenue Code also imposes a tax on a REMIC at the highest corporate rate on
certain net income from foreclosure property that the REMIC derives from the
management, sale, or disposition of any real property, or any personal
property incident thereto, acquired by the REMIC in connection with the
default or imminent default of a loan. Generally, it is not anticipated that a
REMIC will generate a significant amount of such income.

    Liquidation of the REMIC. A REMIC may liquidate without the imposition of
entity-level tax only in a "qualified liquidation." A liquidation is
considered qualified if a REMIC adopts a plan of complete liquidation, which
may be accomplished by designating in the REMIC's final tax return a date on
which such adoption is deemed to occur and sells all of its assets (other than
cash) within the ninety-day period beginning on the date of the adoption of
the plan of liquidation, provided that it distributes to holders of Regular or
Residual Certificates, on or before the last day of the ninety-day liquidation
period, all the proceeds of the liquidation (including all cash), less amounts
retained to meet claims.

    Taxation of Certain Foreign Investors. For purposes of this discussion, a
"Foreign Holder" is a certificateholder who holds a Regular Certificate and
who is not:

  (1) a citizen or resident of the United States;

  (2) a corporation, partnership, (including an entity treated as a
      corporation or partnership for United States federal income tax
      purposes) organized in or under the laws of the United States or any
      state or the District of Columbia (except, in the case of a
      partnership, to the extent provided in regulations);

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<PAGE>

  (3) an estate the income of which is includible in gross income for United
      States tax purposes regardless of its source; or

  (4) a trust if:

     .   a court within the United States is able to exercise primary
         supervision over administration of the trust; and

     .   one or more United States persons have authority to control all
         substantial decisions of the trust.

To the extent prescribed in regulations by the Secretary of the Treasury, which
regulations have not yet been issued, a trust which was in existence on August
20, 1996 (other than a trust treated as owned by the grantor under Subpart E of
Part I of Subchapter J of Chapter 1 of the Internal Revenue Code), and which
was treated as a United States person on August 19, 1996, may elect to continue
to be treated as a United States person notwithstanding the previous sentence.
Unless the interest on a Regular Certificate is effectively connected with the
conduct by the Foreign Holder of a trade or business within the United States,
the Foreign Holder is not subject to federal income or withholding tax on
interest (or original issue discount, if any) on a Regular Certificate (subject
to possible backup withholding of tax, discussed below), provided the Foreign
Holder is not a controlled foreign corporation related to Conseco Finance and
does not own actually or constructively 10% or more of the voting stock of
Conseco Finance. To qualify for this tax exemption, the Foreign Holder will be
required to provide periodically a statement signed under penalties of perjury
certifying that the Foreign Holder meets the requirements for treatment as a
Foreign Holder and providing the Foreign Holder's name and address. The
statement, which may be made on a Form W-8 or substantially similar substitute
form, generally must be provided in the year a payment occurs or in either of
the two preceding years. The statement must be provided, either directly or
through clearing organization or financial institution intermediaries, to the
person that otherwise would withhold tax. This exemption may not apply to a
Foreign Holder that owns both Regular Certificates and Residual Certificates.
If the interest on a Regular Certificate is effectively connected with the
conduct by a Foreign Holder of a trade or business within the United States,
then the Foreign Holder will be subject to tax at regular graduated rates.
Foreign Holders should consult their own tax advisors regarding the specific
tax consequences of their owning a Regular Certificate.

    Any gain recognized by a Foreign Holder upon a sale, retirement or other
taxable disposition of a Regular Certificate generally will not be subject to
United States federal income tax unless either:

  (1)  the Foreign Holder is a nonresident alien individual who holds the
       Regular Certificate as a capital asset and who is present in the
       United States for 183 days or more in the taxable year of the
       disposition and either the gain is attributable to an office or other
       fixed place of business maintained in the U.S. by the individual or
       the individual has a tax home in the United States; or

  (2)  the gain is effectively connected with the conduct by the Foreign
       Holder of a trade or business within the United States.


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<PAGE>

    A Regular Certificate will not be includible in the estate of a Foreign
Holder who does not own actually or constructively 10% or more of the voting
stock of Conseco Finance.

    Backup Withholding. Under certain circumstances, a REMIC certificateholder
may be subject to backup withholding at a 31% rate. Backup withholding may
apply to a REMIC certificateholder who is a United States person if the holder,
among other circumstances, fails to furnish his social security number or other
taxpayer identification number to the trustee. Backup withholding may apply,
under certain circumstances, to a REMIC certificateholder who is a foreign
person if the REMIC certificateholder fails to provide the trustee or the REMIC
certificateholder's securities broker with the statement necessary to establish
the exemption from federal income and withholding tax on interest on the REMIC
certificate. Backup withholding, however, does not apply to payments on a
certificate made to certain exempt recipients, such as corporations and tax-
exempt organizations, and to certain foreign persons. REMIC certificateholders
should consult their tax advisors for additional information concerning the
potential application of backup withholding to payments received by them with
respect to a certificate.

    On October 6, 1997, the Treasury Department issued new regulations which
make certain modifications to the withholding, backup withholding and
information reporting rules described above. The new regulations attempt to
unify certification requirements and modify reliance standards, and will
generally be effective for payments made after December 31, 2000, subject to
certain transition rules. You are urged to consult your own tax advisors
regarding the new regulations.

    Reporting Requirements and Tax Administration. We will report annually to
the IRS, holders of record of the Regular Certificates that are not excepted
from the reporting requirements and, to the extent required by the Internal
Revenue Code, other interested parties, information with respect to the
interest paid or accrued on the Regular Certificates, original issue discount,
if any, accruing on the Regular Certificates and information necessary to
compute the accrual of any market discount or the amortization of any premium
on the Regular Certificates.

    The Treasury Department has issued final regulations concerning certain
aspects of REMIC tax administration. Under those regulations, a Residual
Certificateholder must be designated as the REMICs "tax matters person." The
tax matters person, generally, has responsibility for overseeing and providing
notice to the other Residual Certificateholders of certain administrative and
judicial proceedings regarding the REMIC's tax affairs. Unless we indicate
otherwise in the related prospectus supplement, we will be designated as tax
matters person for each REMIC, and in conjunction with the trustee will act as
the agent of the Residual Certificateholders in the preparation and filing of
the REMIC's federal and state income tax and other information returns.

Non-REMIC Series

    Tax Status of the Trust. In the case of a trust evidenced by a series or
sub-series of certificates, or a segregated portion of the trust, for which a
REMIC election is not made

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<PAGE>

("Non-REMIC certificates"), counsel will have advised us that, in their
opinion, each contract pool and the arrangement to be administered by us under
which the trustee will hold and we will be obligated to service the contracts
and under which Non-REMIC certificates will be issued to Non-REMIC
certificateholders will not be classified as an association taxable as a
corporation or a taxable mortgage pool, within the meaning of Internal Revenue
Code Section 7701(i), but rather will be classified as a grantor trust under
Subpart E, Part I of Subchapter J of Chapter 1 of the Internal Revenue Code.
Each Non-REMIC certificateholder will be treated as the owner of a pro rata
undivided interest in the ordinary income and corpus portions of the trust
attributable to the contract pool in which its certificate evidences an
ownership interest and will be considered the equitable owner of a pro rata
undivided interest in each of the contracts included therein.

    Tax Status of Non-REMIC Certificates. In general:

  .   certificates held by a "domestic building and loan association" within
      the meaning of Section 7701(a)(19) of the Internal Revenue Code may be
      considered to represent "qualifying real property loans" within the
      meaning of Section 7701(a)(19)(C)(v) of the Internal Revenue Code; and

  .   certificates held by a real estate investment trust may constitute
      "real estate assets" within the meaning of Section 856(c)(4)(A) of the
      Internal Revenue Code and interest thereon may be considered "interest
      on obligations secured by mortgages on real property" within the
      meaning of Section 856(c)(3)(B) of the Internal Revenue Code.

See the discussions of the Internal Revenue Code provisions above under "REMIC
Series Tax Status of REMIC Certificates." Investors should review the related
prospectus supplement for a discussion of the treatment of Non-REMIC
certificates and contracts under these Internal Revenue Code sections and
should, in addition, consult with their own tax advisors with respect to these
matters.

    Tax Treatment of Non-REMIC Certificates. Non-REMIC certificateholders will
be required to report on their federal income tax returns, and in a manner
consistent with their respective methods of accounting, their pro rata share of
the entire income arising from the contracts comprising such contract pool,
including interest, original issue discount, if any, prepayment fees,
assumption fees, and late payment charges we receive, and any gain upon
disposition of such contracts. For purposes of this discussion, the term
"disposition," when used with respect to the contracts, includes scheduled or
prepaid collections with respect to the contracts, as well as the sale or
exchange of a Non-REMIC certificate. Non-REMIC certificateholders will be
entitled under Section 162 or 212 of the Internal Revenue Code to deduct their
pro rata share of related servicing fees, administrative and other non-interest
expenses, including assumption fees and late payment charges we retain. An
individual, an estate, or a trust that holds a Non-REMIC certificate either
directly or through a pass-through entity will be allowed to deduct such
expenses under Section 212 of the Internal Revenue Code only to the extent
that, in the aggregate and combined with other itemized deductions, they exceed
2% of the adjusted gross income of the holder. In addition, Section 68 of the
Internal Revenue Code provides that the amount of itemized deductions
(including those

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<PAGE>

provided for in Section 212 of the Internal Revenue Code) otherwise allowable
for the taxable year for an individual whose adjusted gross income exceeds a
threshold amount specified in the Internal Revenue Code ($128,950 in 2000 in
the case of a joint return) will be reduced by the lesser of (1) 3% of the
excess of adjusted gross income over the specified threshold amount or (2) 80%
of the amount of itemized deductions otherwise allowable for such taxable year.
To the extent that a Non-REMIC certificateholder is not permitted to deduct
servicing fees allocable to a Non-REMIC certificate, the taxable income of the
Non-REMIC certificateholder attributable to that Non-REMIC certificate will
exceed the net cash distributions related to such income. Non-REMIC
certificateholders may deduct any loss on disposition of the contracts to the
extent permitted under the Internal Revenue Code.

    Under current IRS interpretations of applicable treasury regulations we
would be able to sell or otherwise dispose of any subordinated Non-REMIC
certificates. Accordingly, we expect to offer subordinated Non-REMIC
certificates for sale to investors. In general, such subordination should not
affect the federal income tax treatment of either the subordinated or senior
certificates. Holders of subordinated classes of certificates should be able to
recognize any losses allocated to such class when and if losses are realized.

    To the extent that any of the contracts comprising a contract pool were
originated on or after March 2, 1984 and under circumstances giving rise to
original issue discount, certificateholders will be required to report annually
an amount of additional interest income attributable to the discount in those
contracts prior to receipt of cash related to the discount. To the extent that
the Non-REMIC certificates represent an interest in any pool of debt
instruments the yield on which may be affected by reason of prepayments, for
taxable years beginning after August 5, 1997, a prepayment assumption must be
used with respect to the contracts comprising the contract pool in computing
the accrual of any original issue discount, market discount or amortizable
premiums. See the discussion above under "REMIC Series--Original Issue
Discount." Similarly, Internal Revenue Code provisions concerning market
discount and amortizable premium will apply to the contracts comprising a
contract pool to the extent that the loans were originated after July 18, 1984
and September 27, 1985, respectively. See the discussions above under "REMIC
Series--Market Discount" and "REMIC Series--Amortizable Premium." It is unclear
whether a prepayment assumption would be applicable in accruing or amortizing
any such original issue or market discount or premium with respect to Non-REMIC
certificates that do not represent an interest in any pool of debt instruments
the yield on which may be affected by reason of prepayments, or for taxable
years beginning prior to August 5, 1997.

    Stripped Non-REMIC Certificates. Certain classes of Non-REMIC certificates
may be subject to the stripped bond rules of Section 1286 of the Internal
Revenue Code and for purposes of this discussion will be referred to as
"Stripped Certificates." In general, a Stripped Certificate will be subject to
the stripped bond rules where there has been a separation of ownership of the
right to receive some or all of the principal payments on a contract from
ownership of the right to receive some or all of the related interest payments.
Non-REMIC certificates will constitute Stripped Certificates and will be
subject to these rules under various circumstances, including the following:


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<PAGE>

  .   if any servicing compensation is deemed to exceed a reasonable amount;

  .   if we or any other party retain a Retained Yield with respect to the
      contracts comprising a contract pool;

  .   if two or more classes of Non-REMIC certificates are issued
      representing the right to non-pro rata percentages of the interest or
      principal payments on the contracts; or

  .   if Non-REMIC certificates are issued which represent the right to
      interest only payments or principal only payments.

    Although not entirely clear, each Stripped Certificate should be considered
to be a single debt instrument issued on the day it is purchased for purposes
of calculating any original issue discount. Original issue discount with
respect to a Stripped Certificate, if any, must be included in ordinary gross
income for federal income tax purposes as it accrues in accordance with the
constant-yield method that takes into account the compounding of interest and
such accrual of income may be in advance of the receipt of any cash
attributable to such income. See "REMIC Series--Original Issue Discount" above.
For purposes of applying the original issue discount provisions of the Internal
Revenue Code, the issue price of a Stripped Certificate will be the purchase
price paid by each holder and the stated redemption price at maturity may
include the aggregate amount of all payments to be made with respect to the
Stripped Certificate whether or not denominated as interest. The amount of
original issue discount with respect to a Stripped Certificate may be treated
as zero under the original issue discount de minimis rules described above. A
purchaser of a Stripped Certificate will be required to account for any
discount on the certificate as market discount rather than original issue
discount if either (1) the amount of original issue discount with respect to
the certificate was treated as zero under the original issue discount de
minimis rule when the certificate was stripped or (2) no more than 100 basis
points (including any amount of servicing in excess of reasonable servicing) is
stripped off of the contracts. See "REMIC Series--Market Discount" above.

    To the extent the Stripped Certificates represent an interest in any pool
of debt instrument the yield on which may by affected by reason of prepayments,
for taxable years beginning after August 5, 1997, a prepayment assumption must
be used in computing yield on the underlying assets of a trust with respect to
which a REMIC election is not made. It is unclear whether a prepayment
assumption would be applicable to the Stripped Certificates that do not
represent an interest in any such pool or for taxable years beginning prior to
August 5, 1997. The Internal Revenue Code appears to require that such a
prepayment assumption be used in computing yield with respect to Stripped
Certificates that do not represent an interest in a pool of debt instruments
the yield on which may be affected by reason of prepayments or for taxable
years beginning prior to August 5, 1997. In the absence of authority to the
contrary, Conseco Finance intends to base information reports and returns to
the IRS and the holders of Stripped Certificates taking into account an
appropriate prepayment assumption. Holders of Stripped Certificates should
refer to the related prospectus supplement to determine whether and in what
manner the original issue discount rules will apply.

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<PAGE>

    When an investor purchases more than one class of Stripped Certificates it
is currently unclear whether for federal income tax purposes such classes of
Stripped Certificates should be treated separately or aggregated for purposes
of applying the original issue discount rules described above.

    It is possible that the IRS may take a contrary position with respect to
some or all of the foregoing tax consequences. For example, a holder of a
Stripped Certificate may be treated as the owner of:

  (1) as many stripped bonds or stripped coupons as there are scheduled
      payments of principal and/or interest on each contract; or

  (2) a separate installment obligation for each contract representing the
      Stripped Certificate's pro rata share of principal and/or interest
      payments to be made with respect thereto.

As a result of these possible alternative characterizations, investors should
consult their own tax advisors regarding the proper treatment of Stripped
Certificates for federal income tax purposes.

    Gain or Loss on Disposition. Upon sale or exchange of a Non-REMIC
certificate, a Non-REMIC certificateholder will recognize gain or loss equal to
the difference between the amount realized in the sale and its aggregate
adjusted basis in the contracts represented by the Non-REMIC certificate.
Generally, the aggregate adjusted basis will equal the Non-REMIC
certificateholder's cost for the Non-REMIC certificate increased by the amount
of any previously reported gain with respect to the Non-REMIC certificate and
decreased by the amount of any losses previously reported with respect to the
Non-REMIC certificate and the amount of any distributions received thereon.
Except as provided above with respect to the original issue discount and market
discount rules, any such gain or loss would be capital gain or loss if the Non-
REMIC certificate was held as a capital asset.

    Recharacterization of Servicing Fees. The servicing compensation to be
received by Conseco Finance may be questioned by the IRS with respect to
certain certificates or contracts as exceeding a reasonable fee for the
services being performed in exchange therefor, and a portion of such servicing
compensation could be recharacterized as an ownership interest retained by us
or other party in a portion of the interest payments to be made pursuant to the
contracts. In this event, a certificate might be treated as a Stripped
Certificate subject to the stripped bond rules of Section 1286 of the Internal
Revenue Code and the original issue discount provisions rather than to the
market discount and premium rules. See the discussion above under "Non-REMIC
Series--Stripped Non-REMIC Certificates."

    Tax Treatment of Certain Foreign Investors. Generally, interest or original
issue discount paid to or accruing for the benefit of a Non-REMIC
certificateholder who is a Foreign Holder (as defined in "REMIC Series--
Taxation of Certain Foreign Investors") will be treated as "portfolio interest"
and therefore will be exempt from the 30% withholding tax. Such Non-REMIC
certificateholder will be entitled to receive interest

                                       64
<PAGE>

payments and original issue discount on the Non-REMIC certificates free of
United States federal income tax, but only to the extent the contracts were
originated after July 18, 1984 and provided that such Non-REMIC
certificateholder periodically provides the Trustee (or other person who would
otherwise be required to withhold tax) with a statement certifying under
penalty of perjury that such Non-REMIC certificateholder is not a United States
person and providing the name and address of such Non-REMIC certificateholder.
For additional information concerning interest or original issue discount paid
by Conseco Finance to a Foreign Holder and the treatment of a sale or exchange
of a Non-REMIC certificate by a Foreign Holder, which will generally have the
same tax consequences as the sale of a Regular certificate, see the discussion
above under "REMIC Series--Taxation of Certain Foreign Investors."

    Tax Administration and Reporting. We will furnish to each Non-REMIC
certificateholder with each distribution a statement listing the amount of such
distribution allocable to principal and to interest. In addition, we will
furnish, within a reasonable time after the end of each calendar year, to each
Non-REMIC certificateholder who was a certificateholder at any time during such
year, information regarding the amount of servicing compensation we received
and any sub-servicer and other customary factual information as we deem
necessary or desirable to enable certificateholders to prepare their tax
returns. Reports will be made annually to the IRS and to holders of record that
are not excepted from the reporting requirements regarding information as may
be required with respect to interest and original issue discount, if any, with
respect to the Non-REMIC certificates.

Other Tax Consequences

    No advice has been received as to local income, franchise, personal
property, or other taxation in any state or locality, or as to the tax effect
of ownership of certificates in any state or locality. You are advised to
consult your own tax advisors about any state or local income, franchise,
personal property, or other tax consequences arising out of your ownership of
certificates.

                        LEGAL INVESTMENT CONSIDERATIONS

    Unless we indicate otherwise in the applicable prospectus supplement, any
certificates that we offer under this prospectus that are rated in one of the
two highest rating categories by at least one nationally recognized statistical
rating organization will constitute mortgage related securities for purposes of
the Secondary Mortgage Market Enhancement Act of 1984 and will be legal
investments for persons, trusts, corporations, partnerships, associations,
business trusts and business entities, including depository institutions, life
insurance companies and pension funds, created under or existing under the laws
of the United States or of any state whose authorized investments are subject
to state regulation to the same extent as, under applicable law, obligations
issued by or guaranteed as to principal and interest by the United States or
any such entities. Under SMMEA, some states have created legislation
specifically limiting the legal investment authority of any entities regarding
mortgage related securities, in which case the certificates will constitute
legal investments for

                                       65
<PAGE>

entities subject to, and as provided in, this legislation. SMMEA provides,
however, that in no event will the enactment of any legislation affect the
validity of any contractual commitment to purchase, hold or invest in
certificates, or require the sale or other disposition of certificates, so long
as such contractual commitment was made or the certificates were acquired
before the enactment of the legislation.

    SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in certificates
without limitation as to the percentage of their assets represented; federal
credit unions may invest in certificates; and national banks may purchase
certificates for their own account without regard to the limitations generally
applicable to investment securities set forth in 12 U.S.C. (S)24 (Seventh),
subject in each case to the regulations as the applicable federal regulatory
authority may prescribe.

    Some classes of certificates offered in this prospectus may not be rated in
one of the two highest rating categories and thus would not constitute mortgage
related securities for purposes of SMMEA.

    The Federal Financial Institutions Examination Council, The Federal Deposit
Insurance Corporation, the Office of Thrift Supervision, the Office of the
Comptroller of the Currency and the National Credit Union Administration have
proposed or adopted guidelines regarding investment in various types of
mortgage-backed securities. In addition, certain state regulators have taken
positions that may prohibit regulated institutions subject to their
jurisdiction from holding securities representing residual interests, including
securities previously purchased. There may be other restrictions on the ability
of certain investors, including depository institutions, either to purchase
certificates or to purchase certificates representing more than a specified
percentage of the investor's assets. Investors should consult their own legal
advisors in determining whether and to what extent the certificates constitute
legal investments for such investors.

                                    RATINGS

    It is a condition precedent to the issuance of any class of certificates
sold under this prospectus that they be rated by at least one nationally
recognized statistical rating organization in one of its four highest rating
categories within which there may be sub-categories or gradations indicating
relative standing. A security rating is not a recommendation to buy, sell or
hold securities and may be subject to revision or withdrawal at any time by the
assigning rating agency. The security rating of any series of certificates
should be evaluated independently of similar security ratings assigned to other
kinds of securities.

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<PAGE>

                                  UNDERWRITING

    Conseco Securitizations may sell certificates of each series to or through
underwriters by a negotiated firm commitment underwriting and public reoffering
by the underwriters, and also may sell and place certificates directly to other
purchasers or through agents. Conseco Securitizations intends that certificates
will be offered through various methods from time to time and that offerings
may be made concurrently through more than one of these methods or that an
offering of a particular series of certificates may be made through a
combination of these methods.

    The distribution of the certificates may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.

    If so specified in the prospectus supplement relating to a series of
certificates, Conseco Finance or any of its affiliates may purchase some or all
of one or more classes of certificates of that series from the underwriter or
underwriters at a price specified in the prospectus supplement. The purchaser
may then from time to time offer and sell, under this prospectus, some or all
of the certificates so purchased directly, through one or more underwriters to
be designated at the time of the offering of the certificates or through
broker-dealers acting as agent and/or principal. The offering may be restricted
in the manner specified in the prospectus supplement. These transactions may be
effected at market prices prevailing at the time of sale, at negotiated prices
or at fixed prices.

    In connection with the sale of the certificates, underwriters may receive
compensation from Conseco Securitizations or from purchasers of certificates
for whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell the certificates of a series to or through
dealers and such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from the
purchasers for whom they may act as agents. Underwriters, dealers and agents
that participate in the distribution of the certificates of a series may be
deemed to be underwriters, and any discounts or commissions received by them
from Conseco Securitizations and any profit on the resale of the certificates
by them may be deemed to be underwriting discounts and commissions, under the
Securities Act. These underwriters or agents will be identified, and any
compensation received from Conseco Securitizations will be described, in the
prospectus supplement.

    Under agreements which may be entered into by Conseco Securitizations,
underwriters and agents who participate in the distribution of the certificates
may be entitled to indemnification by Conseco Finance and Conseco
Securitizations against certain liabilities, including liabilities under the
Securities Act.

    If so indicated in the prospectus supplement, Conseco Securitizations will
authorize underwriters or other persons acting as Conseco Securitizations'
agents to solicit offers by certain institutions to purchase the certificates
from Conseco Securitizations under contracts providing for payment and delivery
on a future date. Institutions with which the contracts

                                       67
<PAGE>

may be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational charitable institutions and others,
but in all cases such institutions must be approved by Conseco Securitizations.
The obligation of any purchaser under any contract will be subject to the
condition that the purchaser of the offered certificates shall not at the time
of delivery be prohibited under the laws of the jurisdiction to which the
purchaser is subject from purchasing the certificates. The underwriters and
other agents will not have responsibility in respect of the validity or
performance of the contracts.

    The underwriters may, from time to time, buy and sell certificates, but
there can be no assurance that an active secondary market will develop and
there is no assurance that any market, if established, will continue.

    Some persons participating in this offering may engage in transactions that
stabilize, maintain or in some way affect the price of the certificates. These
types of transactions may include stabilizing, the purchase of certificates to
cover syndicate short positions and the imposition of penalty bids. See
"Underwriting" in the related prospectus supplement.

    Some of the underwriters and their associates may engage in transactions
with and perform services for Conseco Finance in the ordinary course of
business.

                                 LEGAL MATTERS

    The legality and material federal income tax consequences of the
certificates will be passed upon for Conseco Finance and Conseco
Securitizations by our counsel identified in the applicable prospectus
supplement.

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<PAGE>

                                    EXPERTS

    The consolidated financial statements of Conseco Finance as of December 31,
1999 and for each of the years in the two-year period ended December 31, 1999
are incorporated by reference in this prospectus in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given upon their authority
as experts in accounting and auditing.

    The consolidated financial statements of Conseco Finance as of December 31,
1997 and for the year ended December 31, 1997 are incorporated by reference in
this prospectus and in the registration statement in reliance upon the report
of KPMG LLP, independent certified public accountants, incorporated by
reference in this prospectus, and upon the authority of KPMG LLP as experts in
accounting and auditing.

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                                    GLOSSARY

    Below are abbreviated definitions of capitalized terms used in this
prospectus and the prospectus supplement. The pooling and servicing agreement
may contain a more complete definition of some of the terms defined here and
reference should be made to the pooling and servicing agreement for a more
complete definition of all such terms.

    "Accrual Remittance Amount" means, with respect to the Compound Interest
Certificates of a series of certificates providing for sequential distributions
in reduction of the principal balance of the classes of that series, as of any
remittance date, the amount of interest which has accrued on the Compound
Interest Certificates from the prior remittance date.

    "Adjustable Rate Certificates" means certificates which evidence the right
to receive distributions of income at a variable remittance rate.

    "Advances" means the advances made by a servicer (including from advances
made by a sub-servicer) on any remittance date pursuant to a pooling and
servicing agreement.

    "Amount Available" means, for each series of certificates, amounts on
deposit in the certificate account on a Determination Date.

    "Certificate Distribution Amount" means the amount of principal and
interest specified in the related prospectus supplement to be distributed to
certificateholders.

    "Class A Percentage" means for any remittance date will equal a fraction,
expressed as a percentage, the numerator of which is the Class A principal
balance, and the denominator of which is the sum of:

  .   the Class A principal balance,

  .   if the Class M-1 distribution test is satisfied on that remittance
      date, the Class M-1 principal balance, otherwise zero,

  .   if the Class M-2 distribution test is satisfied on that remittance
      date, the Class M-2 principal balance, otherwise zero, and

  .   if the Class B distribution test is satisfied on that remittance date,
      the sum of the Class B principal balance and the Overcollateralization
      Amount, otherwise zero.

    "Class B Percentage" for any remittance date will equal:

  (1) zero, if the Class A principal balance, the Class M-1 principal
      balance and the Class M-2 principal balance have not yet been reduced
      to zero and the Class B distribution test is not satisfied or

  (2) a fraction, expressed as a percentage, the numerator of which is the
      sum of the Class B principal balance and the Overcollateralization
      Amount as of the remittance date, and the denominator of which is, as
      of the remittance date, the sum of:

            (a)  any Class A principal balance,

            (b)  any Class M-1 principal balance,

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<PAGE>

            (c)  any Class M-2 principal balance, and

            (d)  the sum of the Class B principal balance and the
                 overcollateralization amount.

    "Class B-1 Cross-Over Date" means the remittance date on which the Class B-
1 principal balance is reduced to zero.

    "Class M-1 Percentage" for any remittance date will equal:

  (1) zero, if the Class A principal balance has not yet been reduced to
      zero and the Class M-1 distribution test is not satisfied, or

  (2) a fraction, expressed as a percentage, the numerator of which is the
      Class M-1 principal balance as of the remittance date, and the
      denominator of which is, as of the remittance date, the sum of:

            (a)  any Class A principal balance

            (b)  the Class M-1 principal balance,

            (c)  if the Class M-2 distribution test is satisfied on that
                 remittance date, the Class M-2 principal balance, otherwise
                 zero and

            (d)  if the Class B distribution test is satisfied on that
                 remittance date, the sum of the Class B principal balance and
                 the overcollateralization amount, otherwise zero.

    "Class M-2 Percentage" means, for any remittance date:

  (1) zero, if the Class A principal balance and the Class M-1 principal
      balance have not yet been reduced to zero and the Class M-2
      distribution test is not satisfied or

  (2) a fraction, expressed as a percentage, the numerator of which is the
      Class M-2 principal balance as of the remittance date, and the
      denominator of which is, as of the remittance date, the sum of:

            (a) any Class A principal balance,

            (b) any Class M-1 principal balance,

            (c) the Class M-2 principal balance, and

            (d) if the Class B distribution test is satisfied on that
                remittance date, the sum of the Class B principal balance and
                the overcollateralization amount, otherwise zero.

    "Compound Interest Certificates" means certificates on which interest may
accrue but not be paid for the period described in the related prospectus
supplement.

    "Cut-off Date" means the date specified in the related prospectus
supplement as the date after which principal and interest payments on the
related contracts are included in the trust.

    "Determination Date" means, unless otherwise specified in the related
prospectus supplement, the third business day immediately preceding the related
remittance date.

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<PAGE>

    "Due Period" means, unless otherwise provided in a related prospectus
supplement, with respect to any remittance date, the period from and including
the 16th day of the second month preceding the remittance date, to and
including the 15th day of the month immediately preceding the remittance date.

    "Eligible Investments" means one or more of the investments specified in
the pooling and servicing agreement in which moneys in the certificate account
and certain other accounts are permitted to be invested.

    "Eligible Substitute Contract" means a manufactured housing contract that
satisfies, as of the date of its substitution, the representations and
warranties specified in Article III of the pooling and servicing agreement, has
a scheduled principal balance that is not greater than the Scheduled Principal
Balance of the Replaced Contract and has a contract rate that is at least equal
to the contract rate of the Replaced Contract and has a remaining term to
scheduled maturity that is not greater than the remaining term to scheduled
maturity of the Replaced Contract.

    "Formula Principal Distribution Amount" means the scheduled amounts of
principal due and payments and other amounts received for principal on the
loans, as described in the related prospectus supplement.

    "Liquidation Proceeds" means cash including insurance proceeds received in
connection with the repossession of a manufactured home.

    "MHP" means the manufactured housing prepayment model, which is based on an
assumed rate of prepayment each month of the then unpaid principal balance of a
pool of new contracts.

    "Monthly Payment" means the scheduled monthly payment of principal and
interest on a contract.

    "Net Liquidated Proceeds" means all amounts received and retained for the
liquidation of defaulted contracts, net of liquidation expenses.

    "Outstanding Senior Shortfall" means, as of any date, to the extent not
previously paid, the aggregate of the amounts by which the Senior Distribution
Amount for that class for any remittance date exceeded the amount actually paid
on that remittance date plus interest at the remittance rate.

    "Overcollateralization Amount" means, as of any remittance date, the amount
by which the aggregate outstanding principal balance of the certificates for
that remittance date is less than the Pool Scheduled Principal Balance for the
immediately preceding remittance date.

    "Participants" means institutions that have accounts with the depositary.

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<PAGE>

    "Pool Scheduled Principal Balance" means, as of any remittance date, the
aggregate of the Scheduled Principal Balances of contracts outstanding at the
end of the related due period.

    "Replaced Contract" means an Eligible Substitute Contract substituted for a
manufactured housing contract which Conseco Finance is otherwise obligated to
repurchase under the pooling and servicing agreement.

    "Repurchase Price" means the remaining principal amount outstanding on a
manufactured housing contract on the date of repurchase plus accrued and unpaid
interest at its contract rate to the date of the repurchase.

    "Scheduled Principal Balance" means, as of any remittance date, the unpaid
principal balance of the contract as specified in the amortization schedule at
the time relating to the contract as of the due date in the related due period,
after giving effect to any previous partial prepayments and to the payment of
principal due on the due date and irrespective of any delinquency in payment on
the contract.

    "Senior Distribution Amount" means, for a series of certificates having
Subordinated Certificates, as of each remittance date and for each class of
Senior Certificates, the amount due the holders of that class of Senior
Certificates.

    "Senior Percentage" means, for a series of certificates having Subordinated
Certificates, the percentage specified in the related prospectus supplement.

    "Subordinated Percentage" means, for a series of certificates having
Subordinated Certificates, the percentage specified in the related prospectus
supplement.

    "WAC" means the weighted average contract rate.

    "WAM" means the weighted average maturity of a contract.

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<PAGE>

                                                                  [CONSECO LEGO]

                                  $716,250,000

                                 (Approximate)

 Conseco Finance Manufactured Housing Contract Senior/Subordinate Pass-Through
                                  Certificates
                                 Series 2000-5

                     Conseco Finance Securitizations Corp.
                                     Seller

                             Conseco Finance Corp.
                            Servicer and Originator

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

                             Prospectus Supplement

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

                                Lehman Brothers

                         Banc of America Securities LLC

                           Credit Suisse First Boston

                              Merrill Lynch & Co.

                               September 28, 2000

    For 90 days after the date of this prospectus supplement, all dealers that
effect transactions in these securities, whether or not participating in this
offering, may be required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a copy of this prospectus supplement and the
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.


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