SECOND AMENDMENT TO SERVICING AGREEMENT

     THIS SECOND AMENDMENT TO SERVICING AGREEMENT, dated as of November 28, 2005
(this "Amendment"), is among:

     (i)  CONN FUNDING II, L.P., as the Issuer (the "Issuer");

     (ii) CAI, L.P., as the Servicer (the "Servicer"); and

     (iii) WELLS FARGO BANK, NATIONAL ASSOCIATION  (successor by merger to Wells
          Fargo Bank  Minnesota,  National  Association),  as the  Trustee  (the
          "Trustee").

                                   BACKGROUND

     A.   Reference  is  made  to  (i)  the  Servicing  Agreement,  dated  as of
September 1, 2002,  among the Issuer,  the Servicer and the Trustee (as amended,
restated,  supplemented  or  otherwise  modified  through the date  hereof,  the
"Agreement"),  (ii) the Base Indenture,  dated as of September 1, 2002,  between
the  Issuer and the  Trustee  (the "Base  Indenture"),  (iii) the Series  2002-A
Supplement,  dated as of September  1, 2002,  between the Issuer and the Trustee
(the "2002-A  Supplement")  and (iv) the Series 2002-B  Supplement,  dated as of
September 1, 2002, between the Issuer and the Trustee (the "2002-B  Supplement")
(each of the Base Indenture, the 2002-A Supplement and the 2002-B Supplement, as
amended,  restated,  supplemented or otherwise modified through the date hereof,
and  collectively,  the  "Indenture").  Capitalized  terms  used  herein but not
otherwise  defined herein have the meanings assigned thereto in the Agreement or
the Indenture.

     B.   As a result of (i) the  displacement of the employees from the offices
of the Servicer caused by Hurricane Rita and the aftermath of such hurricane and
displacement  and (ii) the  unavailability  of the  auditors of the  Servicer to
deliver certain reports within the time required under Section 2.02(e)(i) of the
Agreement,  the  Issuer,  the  Servicer,  and the  Trustee  desire  to amend the
Agreement as hereinafter set forth.

     C.   Pursuant to Section 7.01(b) of the Agreement,  this Amendment requires
the consent of the Required Persons of each outstanding Series.

     D.   The Issuer and the Required  Persons under the 2002-A  Supplement have
determined that this Amendment is not material within the meaning of Section 7.3
of the Note  Purchase  Agreement,  dated as of September  13, 2002,  as amended,
restated,  supplemented or otherwise modified through the date hereof, among the
Issuer,  Conn Appliances,  Inc., the Servicer,  Three Pillars Funding LLC (f/k/a
Three  Pillars  Funding   Corporation)  and  SunTrust   Capital  Markets,   Inc.
("SunTrust").

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:


<PAGE>


     SECTION 1.  Amendment  to the  Agreement.  The first  sentence  of  Section
2.02(e)(i)  of the  Agreement  is hereby  amended  by  inserting  the  following
parenthetical immediately following the date "July 31" therein:

           (but solely with respect to 2005, on or before December 15)

     SECTION  2.  Conditions  to  Effectiveness.  This  Amendment  shall  become
effective as of the date hereof upon the  execution  and delivery to the Trustee
of this  Amendment  by each of the parties  hereto,  SunTrust  and the  Required
Persons of each outstanding Series (whether by facsimile or otherwise).

     SECTION 3. Representations and Warranties.  Each of the Issuer and Servicer
represents and warrants upon and as of the effectiveness of this Amendment that:

     (a)  no event or  condition  has  occurred  and is  continuing  which would
constitute a Servicer Default or would constitute a Servicer Default but for the
requirement that notice be given or time elapsed or both; and

     (b)  after  giving  effect  to  this  Amendment,  its  representations  and
warranties  set forth in the  Agreement and the other  Transaction  Documents to
which it is a party are true and correct as of the date  hereof,  as though made
on and as of such date (except to the extent such representations and warranties
relate  solely to an earlier  date and then as of such earlier  date),  and such
representations  and  warranties  shall continue to be true and correct (to such
extent) after giving effect to the transactions contemplated hereby.

     SECTION 4.  Effect  of  Amendment;  Ratification.  Except  as  specifically
amended hereby,  the Agreement is hereby ratified and confirmed in all respects,
and all of its  provisions  shall  remain in full force and  effect.  After this
Amendment  becomes  effective,  all references in the Agreement (or in any other
Transaction Document) to "the Servicing Agreement", "this Agreement",  "hereof",
"herein",  or words of similar effect,  in each case referring to the Agreement,
shall be deemed to be  references  to the  Agreement  as  amended  hereby.  This
Amendment  shall  not be deemed to  expressly  or  impliedly  waive,  amend,  or
supplement any provision of the Agreement other than as  specifically  set forth
herein.

     SECTION 5.  Counterparts.  This  Amendment may be executed in any number of
counterparts  and by  different  parties  on  separate  counterparts,  and  each
counterpart shall be deemed to be an original,  and all such counterparts  shall
together constitute but one and the same agreement.

     SECTION 6.  Governing  Law.  This  Amendment  shall  be  governed  by,  and
construed in accordance with, the internal laws of the State of New York without
regard to any  otherwise  applicable  conflict  of laws  principles  (other than
Section 5-1401 of the New York General Obligations Law).

     SECTION 7. Successors and Assigns. This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.


                                       2

<PAGE>


     SECTION 8. Section  Headings.  The various  headings of this  Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment or the Agreement or any provision hereof or thereof.

         [REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGES FOLLOW]




                                       3


<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.



                                CONN FUNDING II, L.P., as Issuer

                                By:      Conn Funding II GP, L.L.C.,
                                         its general partner

                                By:/s/ David R. Atnip
                                   ---------------------------------------------
                                Name:
                                Title:



                                CAI, L.P., as Servicer

                                By:      Conn Appliances, Inc.,
                                         its general partner

                                By:/s/ David R. Atnip
                                   ---------------------------------------------
                                Name:
                                Title:


<PAGE>


                                WELLS FARGO BANK, NATIONAL
                                ASSOCIATION, not in its individual
                                capacity, but solely as Trustee

                                By:/s/ Marianna Stershic
                                   ---------------------------------------------
                                Name: Marianna Stershic
                                Title: Vice President


<PAGE>


                                ACCEPTED AND AGREED:

                                SUNTRUST CAPITAL MARKETS, INC.

                                By:/s/ Michael Maza
                                   ---------------------------------------------
                                Name: Michael Maza
                                Title: Managing Director


<PAGE>


                                ACCEPTED AND AGREED:


                                THREE PILLARS FUNDING LLC, as a Series
                                2002-A Noteholder

                                By:/s/ Doris J. Hearn
                                   ---------------------------------------------
                                Title: Vice President


<PAGE>


                                ACCEPTED AND AGREED:

                                SunAmerica Life Insurance Company,
                                ----------------------------------
                                as a Series 2002-B, Class A Noteholder

                                By: AIG Global Investment Corp.,
                                    Invest adviser

                                By:/s/ Thomas Denkler
                                   ---------------------------------------------
                                Title: Managing Director


                                outstanding principal amount of
                                Note:$25,000,000


<PAGE>


                                ACCEPTED AND AGREED:

                                AIG SunAmerica Life Assurance Company
                                -------------------------------------
                                (f/k/a & d/b/a Anchor National Life Insurance
                                ---------------------------------------------
                                Company),
                                ---------
                                as a Series 2002-B, Class A Noteholder

                                By: AIG Global Investment Corp.,
                                     Invest adviser

                                By:/s/ Thomas Denkler
                                   ---------------------------------------------
                                Title: Managing Director


                                outstanding principal amount of
                                Note:$20,000,000


<PAGE>


                                ACCEPTED AND AGREED:

                                First SunAmerica Life Insurance Company,
                                ----------------------------------------
                                as a Series 2002-B, Class A Noteholder

                                By: AIG Global Investment Corp.,
                                     Invest adviser

                                By:/s/ Thomas Denkler
                                   ---------------------------------------------
                                Title: Managing Director


                                outstanding principal amount of
                                Note:$20,000,000


<PAGE>


                                ACCEPTED AND AGREED:

                                ING Life Insurance and Annuity Company,
                                ---------------------------------------
                                as a Series 2002-B, Class A Noteholder

                                By ING Investment Management LLC,
                                As Agent

                                By: /s/Chris Lyons
                                   ---------------------------------------------
                                Title: Senior Vice President


                                outstanding principal amount of
                                Note:$11,000,000


<PAGE>


                                ACCEPTED AND AGREED:

                                ING USA Annuity and Life Insurance Company,
                                -------------------------------------------
                                as a Series 2002-B, Class A Noteholder

                                By: ING Investment Management LLC,
                                As Agent

                                By: /s/ Chris Lyons
                                   ---------------------------------------------
                                Title: Senior Vice President


                                outstanding principal amount of
                                Note:$17,000,000


<PAGE>


                                ACCEPTED AND AGREED:

                                New York Life Insurance Company,
                                --------------------------------
                                as a Series 2002-B, Class A Noteholder

                                By:/s/ Kathleen P. Haas
                                   ---------------------------------------------
                                Title: Investment Vice President


                                outstanding principal amount of
                                Note:$2,857,143


<PAGE>


                                ACCEPTED AND AGREED:

                                New York Life Insurance and Annuity Corporation
                                -----------------------------------------------
                                By: New York Life Investment Management LLC,
                                --------------------------------------------
                                        Its investment manager,
                                -------------------------------
                                as a Series 2002-B, Class A Noteholder

                                By:/s/ Kathleen P. Haas
                                   ---------------------------------------------
                                Title: Director


                                outstanding principal amount of
                                Note:$7,142,857


<PAGE>


                                ACCEPTED AND AGREED:

                                LaSalle Bank, N.A. as Trustee for
                                ------------------------------------------------
                                ACA ABS 220-1, Ltd.                            ,
                                ------------------------------------------------
                                as a Series 2002-B, Class B Noteholder

                                By:/s/Michael Oliver
                                   ---------------------------------------------
                                Title: Assistant Vice President


                                outstanding principal amount of
                                Note:$3,000,000


<PAGE>


                                ACCEPTED AND AGREED:

                                SunAmerica Life Insurance Company,
                                ----------------------------------
                                as a Series 2002-B, Class B Noteholder

                                By: AIG Global Investment Corp.,
                                     Invest adviser

                                By:/s/ Thomas Denkler
                                   ---------------------------------------------
                                Title: Managing Director


                                outstanding principal amount of
                                Note:$10,000,000


<PAGE>


                                ACCEPTED AND AGREED:

                                ING Life Insurance and Annuity Company,
                                ---------------------------------------
                                as a Series 2002-B, Class B Noteholder

                                By: ING Investment Management LLC,
                                As Agent

                                By: /s/Chris Lyons
                                   ---------------------------------------------
                                Title: Senior Vice President


                                outstanding principal amount of
                                Note:$5,000,000


<PAGE>


                                ACCEPTED AND AGREED:

                                ING USA Annuity and Life Insurance Company,
                                -------------------------------------------
                                as a Series 2002-B, Class B Noteholder

                                By: ING Investment Management LLC,
                                As Agent

                                By: /s/Chris Lyons
                                   ---------------------------------------------
                                Title: Senior Vice President


                                outstanding principal amount of
                                Note:$7,000,000


<PAGE>


                                ACCEPTED AND AGREED:

                                United of Omaha Life Insurance Company,
                                ---------------------------------------
                                as a Series 2002-B, Class B Noteholder

                                By:/s/ Donna D. Ennis
                                   ---------------------------------------------
                                Title: Vice President


                                outstanding principal amount of
                                Note:$18,000,000


<PAGE>


                                ACCEPTED AND AGREED:

                                Companion Life Insurance Company,
                                ---------------------------------
                                as a Series 2002-B, Class B Noteholder

                                By:/s/ Donna D. Ennis
                                   ---------------------------------------------
                                Title: Vice President


                                outstanding principal amount of
                                Note:$2,778,000


<PAGE>


                                ACCEPTED AND AGREED:

                                New York Life Insurance Company,
                                --------------------------------
                                as a Series 2002-B, Class B Noteholder

                                By:/s/ Kathleen P. Haas
                                   ---------------------------------------------
                                Title: Investment Vice President


                                outstanding principal amount of
                                Note:$2,571,429


<PAGE>


                                ACCEPTED AND AGREED:

                                New York Life Insurance and Annuity Corporation
                                ------------------------------------------------
                                By: New York Life Investment Management, LLC,
                                ------------------------------------------------
                                         Its investment manager,
                                --------------------------------
                                as a Series 2002-B, Class B Noteholder

                                By:/s/ Kathleen P. Haas
                                   ---------------------------------------------
                                Title: Director


                                outstanding principal amount of
                                Note:$6,428,571


<PAGE>


                                ACCEPTED AND AGREED:

                                New York Life Insurance Company,
                                --------------------------------
                                as a Series 2002-B, Class C Noteholder

                                By:/s/ Kathleen P. Haas
                                   ---------------------------------------------
                                Title: Investment Vice President


                                outstanding principal amount of
                                Note:$571,428


<PAGE>


                                ACCEPTED AND AGREED:

                                New York Life Insurance and Annuity Corporation
                                ------------------------------------------------
                                By: New York Life Investment Management, LLC,
                                ------------------------------------------------
                                         Its investment manager,
                                --------------------------------
                                as a Series 2002-B, Class C Noteholder

                                By:/s/ Kathleen P. Haas
                                   ---------------------------------------------
                                Title: Director


                                outstanding principal amount of
                                Note:$1,428,572


<PAGE>


                                ACCEPTED AND AGREED:

                                NYLIM Stratford CDO 2001-1
                                --------------------------
                                By: New York Life Investment Management LLC,
                                --------------------------------------------
                                In its capacity as Collateral Manager
                                -------------------------------------
                                as a Series 2002-B, Class C Noteholder

                                By:/s/ Edward Fitzgerald
                                   ---------------------------------------------
                                Title: Managing Director


                                outstanding principal amount of
                                Note:$4,000,000