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June 15, 2010

Via EDGAR

Mr. Jay Ingram

Legal Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E., Mail Stop 3720

Washington, D.C. 20549

         Re:

    Rent-A-Center, Inc.

Form 10-K for the fiscal year ended December 31, 2009 (the “Form 10-K”)

Filed February 26, 2010

Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”)

Filed April 5, 2010

File No. 000-25370

Dear Mr. Ingram:

     This letter sets forth the responses of Rent-A-Center, Inc. (the “Company”) to the comments of
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) received by letter dated June 1, 2010 (the “Comment Letter”) with
respect to the above-referenced filings. For the convenience of the Staff, we have set forth
below, in boldface type, the number and text of each comment in the Comment Letter followed by the
Company’s responses thereto.

Annual Report on Form 10-K

Item 15. Exhibits and Financial Statement Schedules, page 70

Exhibits, page 70

Exhibit 10.31, page 74

    1.

    We note that the filed agreement does not contain the corresponding schedules and exhibits.
Please file a complete copy of the Third Amended and Restated Credit Agreement, including all
schedules and exhibits thereto, with your next Exchange Act report.

Response: In response to the Staff’s comment, the Company will file a complete copy
of the Third Amended and Restated Credit Agreement, including all schedules and
exhibits thereto, with the Company’s Form 10-Q for the period ending June 30, 2010.

Mr. Jay Ingram

Securities and Exchange Commission

June 15, 2010

Page 2

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 17

General

    2.

    With respect to the annual cash and long-term equity incentive programs, please revise to
include a detailed analytical discussion of the actual payouts awarded to each of the named
executive officers. Describe how you used the achievement of the applicable performance
objectives to derive the actual payouts.

Response: With respect to annual cash incentive programs, as discussed under “2009
Annual Base Salary Adjustments and 2009 Target Annual Incentive Compensation” on
page 23 of the Proxy Statement, the Compensation Committee of the Board of Directors
of the Company (the “Compensation Committee”) concluded, based upon the study by
Hewitt Associates, LLC, a compensation consultant retained by the Compensation
Committee, that the eligible bonus percentage for each of the Company’s named
executive officers should be increased to more fully align the executive officer’s
bonus potential with similarly situated officers at other comparable companies.
Based upon that review and as discussed on page 23 of the Proxy Statement, the
Compensation Committee increased the bonus potential as a percentage of base salary
under the Company’s management bonus opportunity program (the “MBO Program”) to 60%,
50%, and 50% for Messrs. Fadel, Davis, and Korst, respectively. Under
“MBO Program Compensation Determinations for 2009” on page 24 of the Proxy
Statement, the Company disclosed that it achieved 107.8% of the target amount of
pre-tax consolidated net income for fiscal year 2009, resulting in the payment of
130% of the target bonus amounts pursuant to the 2009 MBO program. The specific
dollar amounts awarded to the Company’s eligible named executive officers as annual
cash incentive bonuses for 2009 are included in the Summary Compensation Table under
the column “Non-Equity Incentive Plan Compensation” on page 27 of the Proxy
Statement. In response to the Staff’s comment and pursuant to discussions with the
Staff, in future filings the Company will add additional disclosure setting forth
the cash amount awarded to each eligible named executive officer under the MBO
Program, and include a cross-reference to the Summary Compensation Table with
respect to such amounts.

With respect to annual long-term equity incentive programs, the Company advises the
Staff that, in accordance with the terms of the awards, there were no target
performance-based award payouts in 2009 for awards made in 2009. As discussed under
“Long-Term Incentive Compensation Award Grants in 2009” on page 25 of the Proxy
Statement, the performance-based equity awards granted in 2009 are based upon the
Company’s achievement of a three-year EBITDA target of $1.151 billion for the
three-year period ending December 31, 2011. As a result, any payouts with respect
to these performance-based awards will not be made until after the expiration of the
three-year measurement period. In response to the Staff’s comment and pursuant to
discussions with the Staff, in future filings the Company will include the EBITDA
for each completed applicable fiscal year to provide investors with a better
understanding of the likelihood of achieving the payout amounts, if any, with
respect to such performance-based awards.

Mr. Jay Ingram

Securities and Exchange Commission

June 15, 2010

Page 3

    3.

    We note your disclosure that your base salary, annual incentive compensation and long-term
incentive compensation determinations are partially based on benchmarking to “similarly
situated companies.” Please revise to clarify whether this reference throughout this section
refers to the companies listed on page 19. Please use a term, such as the “Peer Group”, to
clearly identify the group of companies you use as a basis for comparison for your
compensation decisions.

Response: In response to the Staff’s comment, in future filings the Company will use
a defined term such as the “Peer Group” to clearly identify any group of companies
the Compensation Committee uses as a basis for comparison for compensation
decisions.

Mr. Speese Annual Incentive Compensation, page 20

    4.

    Please revise to explain why you determined to structure Mr. Speese’s compensation
differently from the other named executive officers.

Response: The Company advises the Staff that Mr. Speese’s compensation structure is
primarily different from that of the other named executive officers in two respects:
(1) Mr. Speese does not participate in the MBO program and (2) Mr. Speese is
generally not granted long-term equity incentive awards.

With respect to Mr. Speese’s non-participation in the MBO program, as discussed
under “Mr. Speese Annual Incentive Compensation” on page 20 of the Proxy Statement,
Mr. Speese has an employment agreement with the Company pursuant to which the
Compensation Committee has the authority to award a cash bonus to Mr. Speese in its
discretion. Similar to prior years, in 2009 the cash bonus amount awarded to Mr.
Speese as a percentage of his target cash bonus amount was determined consistent
with the determination of the amount earned by the other eligible named executive
officers under the MBO program. In determining whether Mr. Speese is awarded a cash
bonus and if so, in what amount, the Compensation Committee reviews the Company’s
financial performance for the relevant fiscal year, Mr. Speese’s past performance,
total cash compensation necessary to retain top executive talent, and whether we
attained the financial performance measure for the MBO program for our other senior
executive officers, including our named executive officers. In future filings, the
Company will include disclosure that Mr. Speese does not participate in the MBO
program due to the Compensation’s Committee’s discretion under his employment
agreement to award Mr. Speese a cash bonus.

As discussed under “Long-Term Incentive Compensation Award Grants in 2009” on page
25 of the Proxy Statement, the Compensation Committee has determined that a
long-term incentive award granted to Mr. Speese should be a cash award containing
substantially the same vesting schedule and requirements as those of the long-term
incentive equity awards granted to the Company’s other named executive officers, due to
Mr. Speese’s significant ownership of our common stock.

Mr. Jay Ingram

Securities and Exchange Commission

June 15, 2010

Page 4

MBO Program Compensation Determinations for 2009, page 24

    5.

    Please disclose the MBO target bonus amount.

Response: The Company advises the Staff that the MBO target bonus amount for 2009
was set at $247.6 million of consolidated pre-tax net income, as set forth under
“MBO Program – Company-Wide Financial Performance Goal” and “MBO Program
Compensation Determinations for 2009” on pages 23 and 24, respectively, of the Proxy
Statement. In response to the Staff’s comment, in future filings the Company will
include a cross-reference to the Grants of Plan-Based Awards Table for the potential
value of the payouts with respect to the annual cash incentive bonuses for each
eligible named executive officer if the threshold, target and performance levels are
achieved.

Mr. Speese 2009 Cash Bonus, page 24

    6.

    Please disclose the individual contributions you considered in determining to increase Mr.
Speese’s cash bonus amount from 80% to 130% of his base salary. See Item 402(b)(2)(vii) of
Regulation S-K.

Response: The Company advises the Staff that, as discussed under “Mr. Speese 2009
Cash Bonus” on page 24 of the Proxy Statement, Mr. Speese’s target cash bonus amount
for 2009 was 80% of his base salary and the Compensation Committee determined Mr.
Speese should receive a cash bonus equal to 130% of this target cash bonus amount
(i.e. 130% of 80%). In reaching this determination, the Compensation Committee
considered the level of achievement of the financial performance target set with
respect to the 2009 MBO Program, which resulted in the other named executive
officers receiving a payment equal to 130% of their targeted bonus amounts as well.
The Compensation Committee has the discretion to increase or decrease Mr. Speese’s
target cash bonus amount, but did not identify material factors that it believed
would merit such an adjustment. In future filings, the Company will clarify this
decision-process, and, if the Compensation Committee takes Mr. Speese’s individual
contributions into account, the Company will disclose the individual contributions
that were taken into account by the Compensation Committee.

Long-Term Incentive Compensation Award Grants in 2009, page 25

    7.

    Please disclose in this section the target performance-based award payout.

Response: In response to the Staff’s comment, the Company advises the Staff that
there were no target performance-based award payouts for 2009. As discussed under
“Long-Term Incentive Compensation Award Grants in 2009” on page 25 of the Proxy
Statement, the performance-based equity awards granted in 2009 are based upon the
Company’s achievement of a three-year EBITDA target of $1.151 billion for the
three-year period ending December 31, 2011. As a result, any payouts with respect
to these performance-based awards will not be made until after the expiration of the
three-year measurement period. In response to the Staff’s comment, in future
filings the Company will include a cross-reference to the Grants of Plan-Based
Awards Table for the potential amount of the payouts with respect to the restricted
stock unit awards to be received by

Mr. Jay Ingram

Securities and Exchange Commission

June 15, 2010

Page 5

each eligible named executive officer if the threshold, target and performance
levels are achieved.

Related Person Transactions, page 45

    8.

    Please disclose whether your policies and procedures are in writing. See Item 404(b)(1)(iv)
of Regulation S-K.

Response: The Company confirms that its policies and procedures with respect to
related party transactions are in writing. In response to the Staff’s comment, in
future filings the Company will specifically state that such policies and procedures
are in writing.

     In addition, pursuant to your request, the Company acknowledges that (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the filings; (ii) Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any
action with respect to the filings; and (iii) the Company may not assert Staff comments as a
defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

******

     Should any member of the Staff have any questions or additional comments regarding the
Company’s responses to the Staff’s comments set forth above, please do not hesitate to call Dawn
Wolverton in the Company’s legal department at (972) 801-1160, or by facsimile at (972) 801-1476.

    Sincerely,

    /s/ Robert D. Davis

    Robert D. Davis

    Executive Vice President, Chief Financial Officer and Treasurer

Rent-A-Center, Inc.

    cc:

    Chambre Malone, Securities and Exchange Commission

Dawn M. Wolverton, Rent-A-Center, Inc.

James R. Griffin, Fulbright & Jaworski L.L.P.