CONNS INC
EXHIBIT 10.19.2
<DOCUMENT>
<TYPE>EX-10.19.2
<SEQUENCE>4
<FILENAME>a5112243ex10-192.txt
<DESCRIPTION>EXHIBIT 10.19.2
<TEXT>

                                                                 Exhibit 10.19.2

                        AMENDMENT #2 TO DEALER AGREEMENT
                         TERM AND TERRITORY OF AGREEMENT

     THIS AMENDMENT #2 (herein "Amendment") to the Dealer Agreement
("Agreement") is made this ___ day of July, 2005 with an effective date of July
1, 2005 ("Effective Date") by and among Conn Appliances, Inc., a Texas
corporation ("Conn"), CAI, L.P., a Texas limited partnership ("CAILP"), having
their principal places of business at 3295 College Street, Beaumont, Texas 77701
(except where otherwise noted, Conn and CAILP collectively herein referred to as
"Dealer"), Federal Warranty Service Corporation, an Illinois corporation having
its principal place of business at 260 Interstate North Circle, SE, Atlanta, GA
30339 ("Federal"), and Voyager Service Programs, Inc., a Florida corporation
having its principal place of business at 11222 Quail Roost Drive, Miami,
Florida 33157 ("Voyager").

WHEREAS, Dealer and Voyager entered into a "Dealer Agreement" stated as
effective January 1, 1998 (the "Agreement") concerning the sale by Dealer of
Service Contracts covering certain specified merchandise sold by Dealer, under
which Service Contracts Voyager was the obligor, and which Service Contracts
were administered by Dealer; and

WHEREAS, "Amendment #1" to the Agreement substituted Federal in place of Voyager
as a party to the Agreement, for purposes of prospective business under the
Agreement, and CAILP in place of Conn for purposes of the Agreement, amended
Exhibit A and added Exhibit E; and

WHEREAS, The parties desire to provide for additional amendments to the
Agreement.


NOW THEREFORE, in consideration of the mutual covenants and promises set forth
herein and in the Agreement, the parties do hereby agree as follows:

1.   Paragraph 6 Term of the Agreement is hereby deleted in its entirety and
     replaced with the following:

     "6. Term. The term of this Agreement shall be four (4) years commencing on
     July 1, 2005 unless terminated as provided in Paragraph 7. Notwithstanding
     the foregoing and in the absence of any other mutual agreement by the
     parties, this Agreement shall be extended automatically for two (2) years
     or such other period as agreed by the parties if, at the end of the term,
     the Experience Refund, as described in Section 5.5 and calculated in
     accordance with Exhibit D, is not projected to be a positive or zero amount
     over the remaining term of all unexpired Service Contracts then in-force.
     An automatic extension required by this Paragraph 6 shall end upon
     restoration of a positive or zero projected Experience Refund over the
     remaining term of all unexpired Service Contracts then in-force. Any such
     automatic extension shall not affect the parties' rights to terminate for
     cause as set forth in Paragraph 7. Notwithstanding the foregoing, in lieu
     of or to reduce the duration of any automatic extension required by this
     part, Dealer shall be afforded the opportunity to cure any projected
     negative amounts by methods other than by the automatic extension of the
     term.."

2.   Paragraph 7.1 Termination Without Cause of the Agreement is hereby deleted
     in its entirety, and the remaining portions of Paragraph 7, and any
     references to Paragraph 7 within the Agreement shall be renumbered
     accordingly.

3.   Paragraph 7.1 Termination With Cause by Federal of the Agreement, as
     renumbered by Paragraph 2 of this Amendment, is hereby deleted in its
     entirety and replaced with the following:

     "7.1. Termination With Cause by Federal. Subject to the cure provisions
     contained herein, Federal may immediately terminate this agreement by
     written notice to Dealer in the event of (a) Dealer's violation of any
     applicable law relating to the offer, sale, or administration of the
     Service Contracts and such violation continues for fifteen (15) days after
     Dealer has received notice of the violation; (b) material breach of this
     Agreement by Dealer, which material breach continues for thirty (30) days
     after Dealer has received notice of the breach; (c) gross neglect of duty,
     fraud, misappropriation, or embezzlement by Dealer or its affiliates of
     funds owed to Federal or any of its affiliates under this Agreement or any
     other agreement with Dealer or any of its affiliates; (d) Dealer or its
     affiliates becoming the subject of any order or injunction of any court or


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     governmental body relating to the offer, sale or administration of the
     Service Contracts and such order or injunction is not dismissed within
     thirty (30) days; (e) Dealer's voluntary bankruptcy, insolvency or
     assignment for the benefit of creditors. For purposes of this Paragraph, an
     "affiliate" of a party shall mean any subsidiary, parent or successor
     corporation or partnership of the party."

4.   Paragraph 7.2 Termination With Cause by Dealer of the Agreement, as
     renumbered by Paragraph 2 of this Amendment, is hereby deleted in its
     entirety and replaced with the following:

     "7.2. Termination With Cause by Dealer. Subject to the cure provisions
     contained herein, Dealer may immediately terminate this agreement by
     written notice to Federal in the event of (a) Federal's violation of any
     applicable law relating to the offer, sale, or administration of the
     Service Contracts and such violation continues for fifteen (15) days after
     Federal has received notice of the violation; (b) material breach of this
     Agreement by Federal, which material breach continues for thirty (30) days
     after Federal has received notice of the breach; (c) gross neglect of duty,
     fraud, misappropriation, or embezzlement by Federal or its affiliates of
     funds owed to Dealer or any of its affiliates under this Agreement or any
     other agreement with Federal or any of its affiliates; (d) Federal or its
     affiliates becoming the subject of any order or injunction of any court or
     governmental body relating to the offer, sale or administration of the
     Service Contracts and such order or injunction is not dismissed within
     thirty (30) days; (e) Federal's voluntary bankruptcy, insolvency or
     assignment for the benefit of creditors. For purposes of this Paragraph, an
     "affiliate" of a party shall mean any subsidiary, parent or successor
     corporation or partnership of the party."

5.   Paragraph 7.3 Right to Cure of the Agreement, as renumbered by Paragraph 2
     of this Amendment, is hereby amended to replace the reference to "Paragraph
     7.2(c) and Paragraph 7.3(b)" to "Paragraphs 7.1(c) or 7.2(c)."

6.   A new Paragraph 7.4 is hereby added to the Agreement, to read as follows:

     "7.4. Termination of Repair Center Agreement by Federal. In the event
     Federal terminates the Repair Center Agreement under which Dealer acts as a
     repair center for Service Contract claims, the parties agree that such
     termination shall constitute and have the same effect as a Termination With
     Cause by Federal pursuant to Paragraph 7.1 of this Agreement."

7.   Wherever in the Agreement the applicable territory is described as "the
     States of Louisiana and Texas," such reference is hereby replaced with the
     term "the Territory States." The attached Amendment #2 Exhibit A shall
     define the Territory States, which may be amended from time to time by
     written agreement of the parties.

IN WITNESS HEREOF, the parties have signed this Amendment effective as of the
date first above written.

Voyager Service Programs, Inc.             Conn Appliances, Inc.

By:   /s/ Joe Erderman                     By: /s/ David Atnip 7/21/05
   --------------------------------           ----------------------------------

Title:    Vice President                   Title:  Treasurer
      -----------------------------              -------------------------------

Federal Warranty Service Corporation                  CAI, L.P.

By:  /s/ Joe Erderman                      By: /s/ David Atnip 7/21/05
   --------------------------------           ----------------------------------

Title:   Vice President                    Title:  Treasurer
      -----------------------------              -------------------------------


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                             AMENDMENT #2 EXHIBIT A
                                TERRITORY STATES


Louisiana and Texas


*    Territory states may be amended by written agreement of the parties without
the need for a subsequent amendment to the Agreement.


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