0001193125-05-070406 Sample Contracts

FIRST RENEWAL OF LEASE
Renewal of Lease • April 5th, 2005 • Conns Inc • Retail-radio, tv & consumer electronics stores

American National Insurance Company (“Landlord”) and CAI, L.P. (“Tenant”) entered into an Industrial Real Estate Lease (“Lease”) dated June 16, 2000, for approximately 229,500 square feet of warehouse space located at 8550-A Market Street, Houston, Texas 77029, City of Houston, County of Harris, Texas. Both Landlord and Tenant wish to amend the lease as follows:

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CONN’S, INC. AMENDED AND RESTATED 2003 INCENTIVE STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • April 5th, 2005 • Conns Inc • Retail-radio, tv & consumer electronics stores • Delaware

THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) is made this day of , between CONN’S, INC., a Delaware corporation (the “Company”), and , an Employee of the Company or one or more of its Parents and Subsidiaries. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Conn’s, Inc. Amended and Restated 2003 Incentive Stock Option Plan (the “Plan”).

AMENDMENT NO. 2 TO SERIES 2002-A SUPPLEMENT
Conns Inc • April 5th, 2005 • Retail-radio, tv & consumer electronics stores • New York

This AMENDMENT NO. 2 TO SERIES 2002-A SUPPLEMENT, dated as of July 1, 2004 (this “Amendment”) is made between CONN FUNDING II, L.P. (the “Issuer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Wells Fargo Bank Minnesota, National Association), as Trustee (the “Trustee”). Capitalized terms used and not otherwise defined in this Amendment are used as defined in that certain Base Indenture, dated as of September 1, 2002 (as amended from time to time, the “Base Indenture”), between the Issuer and the Trustee or, if not defined therein, in the that certain Series 2002-A Supplement, dated as of September 1, 2002 (as amended from time to time, the “Series Supplement”), between the Issuer and the Trustee.

AMENDMENT TO SERIES 2002-A SUPPLEMENT
Conns Inc • April 5th, 2005 • Retail-radio, tv & consumer electronics stores • New York

This Amendment to Series 2002-A Supplement is made and effective as of March 28, 2003 (this “Amendment”), and is by and between Conn Funding II, L.P. (the “Issuer”) and Wells Fargo Bank Minnesota, National Association (the “Trustee”), in their respective capacities under the Series 2002-A Supplement dated as of September 1, 2002 (the “Series 2002-A Supplement”) to Base Indenture dated as of September 1, 2002 (the “Base Indenture”), each by and between the Issuer and the Trustee. Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Series 2002-A Supplement.

AMENDMENT TO SERIES 2002-B SUPPLEMENT
Conns Inc • April 5th, 2005 • Retail-radio, tv & consumer electronics stores • New York

This Amendment to Series 2002-B Supplement is made and effective as of March 28, 2003 (this “Amendment”), and is by and between Conn Funding II, L.P. (the “Issuer”) and Wells Fargo Bank Minnesota, National Association (the “Trustee”), in their respective capacities under the Series 2002-B Supplement dated as of September 1, 2002 (the “Series 2002-B Supplement”) to Base Indenture dated as of September 1, 2002 (the “Base Indenture”), each by and between the Issuer and the Trustee. Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Series 2002-B Supplement.

CONN’S, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • April 5th, 2005 • Conns Inc • Retail-radio, tv & consumer electronics stores

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made this day of , 2004, between CONN’S, INC., a Delaware corporation (the “Company”), and , a Non-Employee Director of the Company (the “Optionee”). All capitalized terms not otherwise defined herein shall have the meaning set forth in the Conn’s, Inc. 2003 Non-Employee Director Stock Option Plan (the “Plan”).

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