Lawrence Coss has shunned publicity for years, but recent events have made the 59-year-old executive a lightning rod for controversy.

His huge pay package as founder and chief executive of Green Tree Financial, the nation's largest manufactured-housing lender, first put him in the spotlight two years ago. The glare has intensified more recently as the company ran into accounting difficulties and arranged a controversial $6.5 billion merger deal with Conseco Inc.

In a rare interview Friday, Mr. Coss detailed plans for his company and addressed the critics who have complained that synergies between the lender and insurer are few and that the premium paid by Conseco is too high.

"We're excited that they aren't in the finance business," he said, arguing that Green Tree and Conseco are going to provide each other with new customers, while Green Tree reaps the benefits of Conseco's growing brand name presence and deep pockets.

Conseco has already been very successful at selling insurance to Green Tree home equity customers in pilot programs, he said.

The combined entity, which will have 20 million customers, plans to swap leads to sell a full roster of insurance, annuity, credit card, and loan products, he said.

Some banks have had difficulty wringing efficiencies from cross-selling and convincing bank units to work together.

Mr. Coss shrugs off those problems. "Cross-selling has always been one of the hallmarks of the Green Tree franchise," he said. "People that don't know how to cross-sell probably don't know how to sell."

Mr. Coss bristles at the long-held notion that Green Tree is a subprime company. "Our average lending rate is under 11%," he said. "In a lot of products, we can compete with banks."

In fact, banks are providing formidable competition to Green Tree, Mr. Coss acknowledged, but he said he thinks the new company will have an edge. "Banks are being very aggressive in areas we're in ... but we're going to leverage off Conseco's brand identity. That will be a great plus for us."

Conseco's push for brand name recognition led it recently to buy the naming rights for 20 years for a newly built arena that will house the Indiana Pacers of the National Basketball Association. The arena is to be ready for the 1999-2000 basketball season.

Loan prepayments, the cause of Green Tree's accounting snafus, continued to exceed the company's expectations during April, and another writedown may be on the horizon, Mr. Coss acknowledged, but he said it would be nowhere near the $400 million that some analysts have predicted privately. Any charge will be fully disclosed rather than swept into a lump-sum merger charge, he said.

Conseco has a tradition of adopting conservative accounting upon the close of a deal and then ramping up assumptions, a practice that some analysts decry as voodoo accounting. Mr. Coss says he has "read the negative articles" about Conseco but that he stands by Conseco's practices.

"We spent a lot of time with that company and their people-what's most important to me is that 25% of the stock is owned by employees," he said. "Thank God they bought companies that have value," he said, adding that "in our case, it's a pooling of interests, which is an opportunity to take an aggressive stance that you might not normally be able to take."

Though Mr. Coss, who founded Green Tree in 1975, has been described as an unlikely second-in-command by former employees, he says he is committed to deferring to Conseco's chief executive, Steve Hilbert. "I'm going to do everything I can to make this merger the most successful one in financial services. Beyond that, Steve will make decisions in terms of my tenure."

The job doesn't lack for perks.

Conseco has adopted Mr. Coss' old contract, under which he would get rights to the company's Hawker 4000 jet aircraft and hangar, a personal secretary, an office in his hometown, and a full year's salary, should he decide to leave the company within a year after the merger. In addition, a departure within two years would earn Mr. Coss $30 million, on top of his salary.

But Mr. Coss said he is in no mood for retirement. "I am going to enjoy helping him build this company," he said. "I'm not very good at anything else. I don't play golf."

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