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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                        )                          
                                                   
                        )                          
     In the Matter of       File No. EB-07-RK-008  
                        )                          
     Conn's, Inc.           Acct. No. 0832460006   
                        )                          
     Beaumont, TX           FRN #0016772667        
                        )                          
                                                   
                        )                          


                                     ORDER

   Adopted: June 10, 2008 Released: June 13, 2008

   By the Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and Conn's Inc. ("Conn's").
       The Consent Decree terminates an investigation by the Bureau against
       Conn's for possible violations of Section 15.117(k) of the
       Commission's Rules regarding the labeling of television receiving
       equipment that contains an analog broadcast television tuner but does
       not contain a digital broadcast television tuner.

    2. The Bureau and Conn's have negotiated the terms of the Consent Decree
       that resolve this matter. A copy of the Consent Decree is attached
       hereto and incorporated by reference.

    3. After reviewing the terms of the Consent Decree and evaluating the
       facts before us, we find that the public interest would be served by
       adopting the Consent Decree and terminating the investigation.

    4. In the absence of material new evidence relating to this matter, we
       conclude that our investigation raises no substantial or material
       questions of fact as to whether Conn's possesses the basic
       qualifications, including those related to character, to hold or
       obtain any Commission license or authorization.

    5. Accordingly, IT IS ORDERED that, pursuant to Section 4(i) of the
       Communications Act of 1934, as amended, and Sections 0.111 and 0.311
       of the Commission's Rules, the Consent Decree attached to this Order
       IS ADOPTED.

    6. IT IS FURTHER ORDERED that the above-captioned investigation IS
       TERMINATED.

    7. IT IS FURTHER ORDERED that Conn's, Inc. shall make its voluntary
       contribution to the United States Treasury, as specified in the
       Consent Decree, by mailing a check or similar instrument payable to
       the order of the Federal Communications Commission, to Federal
       Communications Commission, P.O. Box 979088, St. Louis, MO 63197-9000.
       Payment by overnight mail may be sent to U.S. Bank - Government
       Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO
       63101. Payment by wire transfer may be made to ABA Number 021030004,
       receiving bank TREAS/NYC, and account number 27000001. For payment by
       credit card, an FCC Form 159 (Remittance Advice) must be submitted.
        When completing the FCC Form 159, enter the NAL/Account number in
       block number 23A (call sign/other ID), and enter the letters "FORF" in
       block number 24A (payment type code). Conn's shall also send
       electronic notification on the date said payment is made to
       SCR-Response@fcc.gov.

    8. IT IS FURTHER ORDERED that Conn's, Inc. will file reports with the
       Commission ninety days after the Effective Date and on July 9, 2009.
       Each report shall include a compliance certificate from an officer, as
       an agent of Conn's, stating that the officer has personal knowledge
       that Conn's  has established operating procedures intended to ensure
       compliance with this Consent Decree, together with an accompanying
       statement explaining the basis for the officer's compliance
       certification. All reports shall be submitted to Kathryn S. Berthot,
       Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal
       Communications Commission, 445 12th Street, S.W., Washington, D.C.
       20554 and by e-mail at Kathy.Berthot@fcc.gov.

    9. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by first class mail and certified mail, return receipt
       requested, to Conn's counsel, Scott Feira, Arnold & Porter, LLP, 555
       12th St. NW, Washington, DC 20004-1206.

   FEDERAL COMMUNICATIONS COMMISSION

   Kris Anne Monteith

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                        )                          
                                                   
                        )                          
                            File No. EB-07-RK-008  
     In the Matter of   )                          
                            Acct. No. 0832460006   
     Conn's, Inc.       )                          
                            FRN #0016772667        
                        )                          
                                                   
                        )                          


                                 CONSENT DECREE

   The Enforcement Bureau ("Bureau") and Conn's, Inc. ("Conn's"), by their
   respective authorized representatives, hereby enter into this Consent
   Decree for the purpose of terminating the Bureau's Investigation into
   Conn's compliance with the Federal Communications Commission's regulations
   in 47 C.F.R. S: 15.117(k) regarding the labeling of television receiving
   equipment that contains an analog broadcast television tuner but does not
   contain a digital broadcast television tuner.

   I. DEFINITIONS

    1. For the purposes of this Consent Decree, the following definitions
       shall apply:

      a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C.
         S:S: 151  et seq.

      b. "Adopting Order" means an order of the Bureau adopting this Consent
         Decree.

    c. "Analog-only television receiving equipment" means television
       receiving equipment that contains an analog broadcast television tuner
       but does not contain a digital broadcast television ("DTV") tuner.

    d. "Bureau" means the Enforcement Bureau of the Federal Communications
       Commission.

    e. "Commission" or "FCC" means the Federal Communications Commission.

    f. "Conn's" means Conn's, Inc.  and its wholly owned subsidiaries.

    g. "Effective Date" means the date on which the Bureau releases the
       Adopting Order.

    h. "Investigation" means the investigation initiated by the Bureau
       regarding Conn's compliance through the Effective Date with Section
       15.117(k) of the Commission's Rules regarding the labeling of
       analog-only television receiving equipment.

    i. "Parties" means Conn's and the Bureau.

    j. "Rules" means the Commission's regulations set forth in Title 47 of
       the Code of Federal Regulations.

   II. BACKGROUND

    2. To ensure that consumers do not inadvertently buy analog-only
       television receiving equipment without understanding that such devices
       will not be capable of receiving over-the-air television reception of
       digital signals after analog broadcasting ends unless connected to a
       digital-to-analog converter or a digital subscription service, the
       Commission adopted rules requiring  anyone that sells, offers for
       sale, or rents television receiving equipment that does not contain a
       DTV tuner to display a Consumer Alert at the point of sale. This
       requirement also applies to the sale or rent of analog-only television
       receiving equipment via direct mail, catalog, or electronic means
       (e.g., the Internet). These requirements are contained in Section
       15.117(k) of the Rules, which became effective on May 25, 2007.

    3. Section 15.117(k)(3) of the Rules requires that the Consumer Alert
       contain the following language:


                                   CONSUMER ALERT                            
                                                                             
         This television receiver has only an analog broadcast tuner and     
         will require a converter box after February 17, 2009, to receive    
         over-the-air broadcasts with an antenna because of the Nation's     
         transition to digital broadcasting. Analog-only TVs should          
         continue to work as before with cable and satellite TV services,    
         gaming consoles, VCRs, DVD players, and similar products. For more  
         information, call the Federal Communications Commission at          
         1-888-225-5322 (TTY: 1-888-835-5322) or visit the Commission's      
         digital television website at: www.dtv.gov.                         


       The Consumer Alert must be in a size of type large enough to be clear,
       conspicuous and readily legible, consistent with the dimensions of the
       equipment and the label. The alert either must be printed on a
       transparent material and affixed to the screen, in a manner that is
       removable by the consumer and does not obscure the picture when
       displayed for sale, or displayed separately immediately adjacent to
       each television receiver offered for sale and clearly associated with
       the analog-only model to which it pertains. In the case of other
       analog-only video devices that do not include a display (e.g., VCRs,
       DVD players), the Consumer Alert must be in a prominent location on
       the device, such as on the top or front, or displayed separately
       immediately adjacent to and clearly associated with the analog-only
       model to which it pertains. To the extent that any persons display or
       offer for sale or rent via direct mail, catalog, or electronic means
       analog-only television receiving equipment, they must prominently
       display the Consumer Alert as part of all advertisements or
       descriptions of such television receiving equipment, in clear and
       conspicuous print, and in close proximity to any images or
       descriptions of such equipment.

         4. After the rule became effective, the Bureau began inspecting
            stores throughout the country, as well as popular retailer
            websites, and observed many models of analog-only television
            receiving equipment on display without the required Consumer
            Alert labels. Beginning on or about May 29, 2007, the Bureau
            conducted inspections at multiple Conn's stores. Based on those
            inspections, and relying on publicly available information, the
            Bureau issued Citations to Conn's  for alleged violations of
            Section 15.117(k) at its stores. After affording Conn's  a
            reasonable opportunity to respond to the first Citation, agents
            and investigators from the Enforcement Bureau inspected Conn's 
            stores in various states and observed, in stores, what appeared
            to them to be television receiving equipment with analog-only
            tuners on display apparently without the required Consumer Alert
            labels.

         I. TERMS OF AGREEMENT

         5. Adopting Order. The Parties agree that the provisions of this
            Consent Decree shall be subject to final approval by the Bureau
            by incorporation of such provisions by reference in the Adopting
            Order without change, addition, modification, or deletion.

         6. Jurisdiction. Conn's agrees that the Bureau has jurisdiction over
            it and the matters contained in this Consent Decree and has the
            authority to enter into and adopt this Consent Decree.

         7. Effective Date; Violations. The Parties agree that this Consent
            Decree shall become effective on the date on which the Bureau
            releases the Adopting Order. Upon release, the Adopting Order and
            this Consent Decree shall have the same force and effect as any
            other Order of the Bureau. Any violation of the Adopting Order or
            of the terms of this Consent Decree shall constitute a separate
            violation of a Bureau order, entitling the Bureau to exercise any
            rights and remedies attendant to the enforcement of a Commission
            Order.

         8. Termination of Investigation. In express reliance on the
            covenants and representations in this Consent Decree and to avoid
            further expenditure of public resources, the Bureau agrees to
            terminate its Investigation. In consideration for the termination
            of said Investigation, Conn's agrees to the terms, conditions,
            and procedures contained herein. The Bureau further agrees that
            in the absence of new material evidence, the Bureau will not use
            the facts developed in this Investigation through the Effective
            Date of the Consent Decree, or the existence of this Consent
            Decree, to institute, on its own motion or in response to
            third-party objection, any new proceeding, formal or informal, or
            take any action on its own motion against Conn's concerning the
            matters that were the subject of the Investigation. The Bureau
            also agrees that it will not use the facts developed in this
            Investigation through the Effective Date of this Consent Decree,
            or the existence of this Consent Decree, to institute on its own
            motion or in response to third-party objection any proceeding,
            formal or informal, or take any action on its own motion against
            Conn's with respect to Conn's basic qualifications, including its
            character qualifications, to hold Commission authorizations.

         9. Compliance Plan. For purposes of settling the matters set forth
            herein,  Conn's agrees to develop, within thirty (30) calendar
            days from the Effective Date, an internal Compliance Plan related
            to future compliance with this Consent Decree. The Plan will
            include, at a minimum, the following components:

       Training obligations.  The Compliance Plan will, at a minimum, provide
       that all  store employees responsible for the sale of television
       receiving equipment (i.e., those sales personnel who regularly work in
       the consumer electronics section of affected stores) and all those
       responsible for managing such personnel shall receive training on the
       DTV transition. Training will include, at a minimum, information
       about:

         A. the need for a digital television receiver or a digital-to-analog
            converter box to receive over-the-air broadcasts with an antenna 
            due to the transition to digital broadcasting;

         B. the February 17, 2009 end date for the DTV transition;

         C. the FCC's DTV transition website (www.dtv.gov); and

         D. compliance with 16 CFR Part 238 ("Guides Against Bait
            Advertising").

        10. Consumer Education. Conn's agrees that it will take the following
            actions to educate consumers about the upcoming transition for
            over-the-air broadcasting from analog programming to digital
            programming schedule for completion by February 17, 2009. The
            requirements of this paragraph will end on February 17, 2009.

         A. Within thirty (30) days of the Effective Date, Conn's will
            include references to the FCC's DTV transition website
            (www.dtv.gov) on the Conn's web site's general welcome screen and
            television welcome screen.

         B. Within thirty (30) days of the Effective Date, Conn's will
            provide prominent in-store signage in the consumer electronics
            section in each of its stores in addition to Section 15.117(k)
            notices to further educate consumers about the DTV transition.
            Such signage shall include the offering of an informational
            tipsheet on the DTV transition, developed by the Commission.
            Conn's will print and stock in its electronics department copies
            of the tipsheet within thirty (30) days of the Effective Date or
            receipt of an electronic copy of the document from the Bureau,
            whichever is later. In the event that the Commission or its
            designee notifies Conn's that the DTV tip sheet has been updated,
            Conn's  will begin using the revised tip sheet within thirty (30)
            days of its being made available to retailers.

         C. In fifty (50) percent of all print advertising featuring
            televisions between the Effective Date and February 17, 2009,
            Conn's will include a reference to the February 17, 2009 DTV
            transition end date and refer to the FCC's DTV transition website
            (www.dtv.gov).

         D. Within thirty (30) days of the Effective Date, Conn's  will 
            display a video announcement on the DTV transition and the
            Coupon-Eligible Converter Box Program (the "CECB Program") on a
            continuous loop in each Conn's  store.

        11. Termination of Sales of Analog-Only Televisions. Conn's has not
            placed any orders for analog only televisions after February
            2007. Conn's stock of unsold devices with analog-only receivers
            as of the Effective Date is less than 1,110 units. Conn's shall
            terminate all domestic retail sales of these devices no later
            than December 31, 2008. Beginning August 29, 2008, and on the
            last business day of each successive month, Conn's shall notify
            Diane Law-Hsu, Regional Counsel, South Central Region,
            Enforcement Bureau, Federal Communications Commission, at
            SCR-Response@fcc.gov whether Conn's continues to sell analog-only
            televisions. Beginning September 1, 2008, and continuing on the
            first business day of each successive month, Conn's shall make a
            voluntary contribution to the United States Treasury in the
            amount of $1,500 until Conn's no longer sells devices with
            analog-only receivers. Payment shall be made as described in
            Paragraph 15. Conn's  audit staff will confirm compliance with
            this paragraph.

        12. Participation in the NTIA  Digital-to-Analog Converter Box Coupon
            Program. Conn's has agreed to participate in the CECB Program
            developed by the U.S. Department of Commerce's National
            Telecommunications and Information Administration by offering
            digital-to-analog converters through its stores that sell
            televisions. Conn's will participate in the program as follows:

         A. Conn's has ordered  converter boxes for its stores;

         B. unless delays on the part of suppliers or shippers make such
            action infeasible, Conn's will place, by July 1, 2008, the
            converter boxes in all of its stores in which televisions are
            sold;

         C. Conn's retains the discretion to determine the number of boxes to
            be delivered to individual stores, based on anticipated customer
            demand;

         D. if a particular store does not have converter boxes in stock,
            Conn's will order a converter box for shipment directly to the
            customer's home; and

         E. Conn's will continue to sell converter boxes until such time as,
            based on its reasonable judgment, reimbursement payments to
            Conn's are no longer likely to be forthcoming.

        13. Compliance Reports. Conn's will file compliance reports with the
            Commission ninety (90) days after the Effective Date and on July
            9, 2009. Each compliance report shall include a compliance
            certificate from an officer, as an agent of Conn's, stating that
            the officer has personal knowledge that Conn's has established
            operating procedures intended to ensure compliance with this
            Consent Decree, together with an accompanying statement
            explaining the basis for the officer's compliance certification.
            All compliance reports shall be submitted to Kathryn S. Berthot,
            Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal
            Communications Commission, 445 12th Street, S.W., Washington,
            D.C. 20554 and by e-mail at Kathy.Berthot@fcc.gov.

        14. Termination Date. Unless stated otherwise,  the requirements of
            this Consent Decree will expire July 9, 2009.

        15. Voluntary Contribution. Conn's agrees that it will make a
            voluntary contribution to the United States Treasury in the
            amount of seventy thousand dollars ($70,000). The payment will be
            made within thirty calendar days after the Effective Date of the
            Adopting Order. The payment must be made by check or similar
            instrument, payable to the order of the Federal Communications
            Commission. The payment must include the NAL/Account Number and
            FRN Number referenced in the caption to the Adopting Order.
            Payment by check or money order may be mailed to Federal
            Communications Commission, P.O. Box 979088, St. Louis, MO
            63197-9000. Payment by overnight mail may be sent to U.S. Bank -
            Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza,
            St. Louis, MO 63101. Payment by wire transfer may be made to ABA
            Number 021030004, receiving bank TREAS/NYC, and account number
            27000001. For payment by credit card, an FCC Form 159 (Remittance
            Advice) must be submitted.  When completing the FCC Form 159,
            enter the NAL/Account number in block number 23A (call sign/other
            ID), and enter the letters "FORF" in block number 24A (payment
            type code). Conn's shall also send electronic notification on the
            date said payment is made to Diane Law-Hsu, Regional Counsel,
            South Central Region, at SCR-Response@fcc.gov.

        16. Waivers. Conn's waives any and all rights it may have to seek
            administrative or judicial reconsideration, review, appeal or
            stay, or to otherwise challenge or contest the validity of this
            Consent Decree and the Adopting Order, provided the Bureau issues
            the Adopting Order adopting the Consent Decree without change,
            addition, modification, or deletion. Conn's shall retain the
            right to challenge Commission interpretation of the Consent
            Decree or any terms contained herein. If either Party (or the
            United States on behalf of the Commission) brings a judicial
            action to enforce the terms of the Adopting Order, neither Conn's
            nor the Commission shall contest the validity of the Consent
            Decree or the Adopting Order, and Conn's shall waive any
            statutory right to a trial de novo. Conn's hereby agrees to waive
            any claims it may otherwise have under the Equal Access to
            Justice Act, 5 U.S.C. S: 504 and 47 C.F.R. S: 1.1501 et seq.,
            relating to the matters addressed in this Consent Decree.

        17. Severability. The Parties agree that if any of the provisions of
            the Adopting Order or the Consent Decree shall be invalid or
            unenforceable, such invalidity or unenforceability shall not
            invalidate or render unenforceable the entire Adopting Order or
            Consent Decree, but rather the entire Adopting Order or Consent
            Decree shall be construed as if not containing the particular
            invalid or unenforceable provision or provisions, and the rights
            and obligations of the Parties shall be construed and enforced
            accordingly. In the event that this Consent Decree in its
            entirety is rendered invalid by any court of competent
            jurisdiction, it shall become null and void and may not be used
            in any manner in any legal proceeding.

        18. Subsequent Rule or Order. The Parties agree that if any provision
            of the Consent Decree conflicts with any subsequent rule or Order
            adopted by the Commission (except an Order specifically intended
            to revise the terms of this Consent Decree to which Conn's does
            not expressly consent) that provision will be superseded by such
            Commission rule or Order.

        19. Successors and Assigns. Conn's agrees that the provisions of this
            Consent Decree shall be binding on its successors, assigns, and
            transferees.

        20. Final Settlement. The Parties agree and acknowledge that this
            Consent Decree shall constitute a final settlement between the
            Parties. The Parties further agree that this Consent Decree does
            not constitute either an adjudication on the merits or a factual
            or legal finding or determination regarding any compliance or
            noncompliance with the requirements of the Act or the
            Commission's Rules and Orders. The Parties agree that this
            Consent Decree is for settlement purposes only and that by
            agreeing to this Consent Decree, Conn's  does not admit or deny
            noncompliance, violation or liability for violating the Act in
            connection with the matters that are the subject of this Consent
            Decree.

        21. Modifications. This Consent Decree cannot be modified without the
            advance written consent of both Parties.

        22. Paragraph Headings. The headings of the Paragraphs in this
            Consent Decree are inserted for convenience only and are not
            intended to affect the meaning or interpretation of this Consent
            Decree.

        23. Authorized Representative. Each party represents and warrants to
            the other that it has full power and authority to enter into this
            Consent Decree.

       25. Counterparts. This Consent Decree may be signed in any number of
       counterparts (including by facsimile), each of which, when executed
       and delivered, shall be an original, and all of which counterparts
       together shall constitute one and the same fully executed instrument.

       ________________________________

       Kris Anne Monteith

       Chief, Enforcement Bureau

       Federal Communications Commission

       ________________________________

       Date

       ________________________________

       Timothy L. Frank

       President

       Conn's, Inc.

       ________________________________

       Date

        24. 47 U.S.C. S: 154(i).

       47 C.F.R. S:S: 0.111, 0.311.

       Second Periodic Review of the Commission's Rules and Policies
       Affecting the Conversion To Digital Television, Second Report and
       Order, 22 FCC Rcd 8776 (2007) ("Second DTV Periodic Report and
       Order").

       Second Periodic Review in the Commission's Rules and Policies
       Affecting the Conversion to Digital Television, 72 Fed. Reg. 28894-01
       (May 23, 2007).

       Federal Communications Commission DA 08-1379

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       Federal Communications Commission DA 08-1379

       Federal Communications Commission DA 08-1379

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                    Federal Communications Commission DA 07-