RENT A CENTER INC DE
AMENDED & RESTATED STOCKHOLDERS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>3
<FILENAME>d98904exv10w8.txt
<DESCRIPTION>AMENDED & RESTATED STOCKHOLDERS AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10.8



              SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF
                               RENT-A-CENTER, INC.

         THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the
"AGREEMENT"), is effective as of the close of business on the 5th day of August,
2002, and is entered into by and among (i) each of Apollo Investment Fund IV,
L.P., a Delaware limited partnership, and Apollo Overseas Partners IV, L.P., an
exempted limited partnership registered in the Cayman Islands acting through its
general partner (individually and collectively with their Permitted Transferees
(defined below), "APOLLO"), (ii) Mark E. Speese, an individual ("SPEESE"), (iii)
Rent-A-Center, Inc., a Delaware corporation (the "COMPANY"), (iv) each Person
(defined below) named in Exhibit A attached hereto (the "SPEESE OTHER PARTIES"
and together with Speese, the "SPEESE GROUP"), and (v) each other Person who
becomes a party to the Agreement in accordance with the terms hereof (all of the
foregoing, collectively, the "PARTIES"). Terms with initial capital letters used
but not otherwise defined herein shall have the meanings given in Section 1.1.

                                   WITNESSETH

         WHEREAS, the Parties are parties to that certain Amended and Restated
Stockholders Agreement, dated as of October 8, 2001 (the "2001 AGREEMENT") that
amended and restated that certain Stockholders Agreement dated as of August 5,
1998 (the "ORIGINAL AGREEMENT");

         WHEREAS, the Parties desire to amend and restate the 2001 Agreement to
reflect the agreement of the Parties to, among other things: (a) reflect the
removal of the Talley Group (as defined in the 2001 Agreement) as a party
pursuant to the terms of the 2001 Agreement, and (b) reflect the current capital
structure of the Company and beneficial ownership of the Company's capital stock
by the Parties;

         WHEREAS, the authorized capital stock of the Company consists of
125,000,000 shares of common stock, $.01 par value (the "COMMON STOCK") and
5,000,000 shares of preferred stock, $.01 par value (the "PREFERRED Stock"), of
which 400,000 shares are designated Series A Preferred Stock, $.01 par value
(the "SERIES A PREFERRED STOCK"), and 400,000 shares are designated Series B
Preferred Stock, $.01 par value, and (ii) as of the close of business on August
5, 2002, the issued and outstanding capital stock of the Company consists of
approximately 35,130,609 shares of Common Stock, two shares of Series A
Preferred Stock and no shares of Series B Preferred Stock, with approximately
10,735,693 shares of Common Stock reserved for issuance upon the exercise of
certain stock options and upon conversion of the Series A Preferred Stock;

         WHEREAS, as of the close of business on August 5, 2002 (i) Apollo
beneficially owns two shares of Series A Preferred Stock and 7,001,903 shares of
Common Stock, and (ii) the Speese Group collectively owns 1,176,832 shares of
Common Stock;

         WHEREAS, the Parties desire to restrict the Transfer of the Shares,
including both issued and outstanding Shares as well as Shares that may be
issued or otherwise acquired hereafter, to provide for certain rights and
obligations in respect to the Shares and the Company as hereinafter provided;
and


<PAGE>


         WHEREAS, the Parties desire that this Agreement become effective
immediately.

         NOW THEREFORE, the Parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1 Definitions. As used in this Agreement, the following terms
have the following meanings:

         "AFFILIATE" as applied to any specified Person, shall mean any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person and, in the case of a Person
who is an individual, shall include (i) members of such specified Person's
immediate family (as defined in Instruction 2 of Item 404(a) of Regulation S-K
under the Securities Act) and (ii) trusts, the trustee and all beneficiaries of
which are such specified Person or members of such Person's immediate family as
determined in accordance with the foregoing clause (i). For the purposes of this
definition, control when used with respect to any Person means the power to
direct the management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "affiliated," "controlling" and "controlled" have meanings
correlative to the foregoing. Notwithstanding the foregoing, Apollo and its
Affiliates shall not be deemed Affiliates of the Company for purposes of this
Agreement.

         "APOLLO NOMINEES" shall have the meaning set forth in Section 4.1(a).

         "BENEFICIAL OWNER" of a security shall mean any Person who, directly or
indirectly, through any contract, arrangement, understanding, relationship, or
otherwise has (i) the power to vote, or to direct the voting of, such security
or (ii) the power to dispose, or to direct the disposition of, such security.

         "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company.

         "BUSINESS DAY" shall mean each day other than Saturdays, Sundays and
days when commercial banks are authorized to be closed for business in New York,
New York.

         "CERTIFICATE OF DESIGNATION" shall mean the Certificate of Designation
of the Series A Preferred Stock in the form attached as an exhibit to the Stock
Purchase Agreement.

         "CHARTER DOCUMENTS" shall mean the Amended and Restated Certificate of
Incorporation and Amended and Restated By-Laws of the Company, each as amended
to date, as included as exhibits (or incorporated therein) to the Company's
periodic reports filed with the Commission under the Exchange Act.

         "COMMISSION" shall mean the United States Securities and Exchange
Commission.

         "COMMON STOCK" shall have the meaning set forth in the recitals.



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         "COMPANY" shall have the meaning set forth in the preamble.

         "EFFECTIVE DATE" shall mean as of the close of business on August 5,
2002.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

         "GROUP MEMBER" shall mean a member of the Speese Group.

         "INDEBTEDNESS" shall mean with respect to any person, without
duplication, all liabilities of such person (a) for borrowed money (whether or
not the recourse of the lender is to the whole of the assets of such person or
only to a portion thereof), (b) evidenced by bonds, notes, debentures or similar
instruments or representing the balance deferred and unpaid of the purchase
price of any property (other than any such balance that represents an account
payable or any other monetary obligation to a trade creditor (whether or not an
Affiliate)), or (c) for the payment of money relating to a capitalized lease
obligation.

         "IRR" shall have the meaning set forth in Section 4.2(b).

         "MD&A" shall mean a management's discussion and analysis of the
Company's financial condition and results of operation comparable to the
discussion that is required to be included in periodic reports filed under the
Exchange Act.

         "NOTICES" shall have the meaning set forth in Section 6.5.

         "ORIGINAL AGREEMENT" shall have the meaning set forth in the recitals.

         "PIK SHARES" means any Shares issued in lieu of cash dividends pursuant
to the Certificate of Designation.

         "PECUNIARY INTEREST" in any security shall mean the opportunity,
directly or indirectly, to profit or share in any profit derived from a
transaction in such security, and shall include securities owned by an
individual's spouse or issue or any trust solely for the benefit of such
individual, spouse or issue.

         "PERMITTED TRANSFEREE" shall mean:

             (a) in the case of Apollo (i) any officer, director or partner of,
         or Person controlling, Apollo, (ii) any other Person that is (x) an
         Affiliate of the general partners, investment managers or investment
         advisors of Apollo, (y) an Affiliate of Apollo or a Permitted
         Transferee of an Affiliate or (z) an investment fund, investment
         account or investment entity whose investment manager, investment
         advisor or general partner thereof is Apollo or a Permitted Transferee
         of Apollo or (iii) if a Permitted Transferee of a Person set forth in
         the foregoing clauses (i) and (ii) is an individual, (x) any spouse or
         issue of such individual, or any trust solely for the benefit of such
         individual, spouse or issue, and (y) upon such individual's death, any
         Person to whom Shares are transferred in accordance with the laws of
         descent and/or testamentary distribution, in each case in a



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         bona fide distribution or other transaction not intended to avoid the
         provisions of this Agreement;

             (b) in the case of a Group Member, (i) any Person that is solely
         controlled by such Group Member, (ii) upon a bona fide liquidation of,
         or a bona fide withdrawal from, such Group Member, in each case, not
         intended to avoid the provisions of this Agreement, the shareholders,
         partners or principals, as the case may be, of such Group Member, or
         (iii) if such Group Member is an individual, (x) any spouse or issue of
         such individual, or any trust or limited partnership solely for the
         benefit of such individual, spouse or issue, and (y) upon such
         individual's death, any Person to whom Shares are transferred in
         accordance with the laws of descent and/or testamentary distribution;
         and

             (c) any Person who is a party to this Agreement.

         "PERSON" shall mean an individual or a corporation, limited liability
company, partnership, trust, or any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

         "PREFERRED STOCK" shall have the meaning set forth in the recitals.

         "REGISTRATION RIGHTS AGREEMENT" shall mean the Series A Registration
Rights Agreement, dated as of August 5, 1998, by and between the Company and
Apollo, as amended from time to time.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and
the rules and regulations thereunder.

         "SERIES A PREFERRED STOCK" shall have the meaning set forth in the
recitals.

         "SHARES" shall mean, collectively, the Common Stock and the Preferred
Stock, whether now owned or acquired after the date hereof. Whenever this
Agreement refers to a number or percentage of Shares, such number or percentage
shall be calculated as if each of the Shares (including, in the case of Apollo,
any PIK Shares) had been exchanged or converted into shares of Common Stock
immediately prior to such calculation regardless of the existence of any
restrictions on such exchange or conversion.

         "SPEESE GROUP" shall have the meaning set forth in the preamble.

         "SPEESE INCLUDED SHARES" shall mean those 1,176,832 shares of Common
Stock owned by the Speese Group as of October 8, 2001.

         "SPEESE OTHER PARTIES" shall have the meaning set forth in the
preamble.

         "STOCK PURCHASE AGREEMENT" shall mean the Stock Purchase Agreement,
dated as of August 5, 1998, between the Company and Apollo.

         "SUBSIDIARY" shall mean, with respect to any Person, (a) a corporation
a majority of whose capital stock with voting power, under ordinary
circumstances, to elect directors is at



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the time, directly or indirectly, owned by such Person, by a Subsidiary of such
Person, or by such Person and one or more Subsidiaries of such Person, (b) a
partnership in which such Person or a Subsidiary of such Person is, at the date
of determination, a general partner of such partnership, or (c) any other Person
(other than a corporation) in which such Person, a Subsidiary of such Person or
such Person and one or more Subsidiaries of such Person, directly or indirectly,
at the date of determination thereof, has (i) at least a majority ownership
interest or (ii) the power to elect or direct the election of the directors or
other governing body of such Person.

         "2001 AGREEMENT" shall have the meaning set forth in the recitals.

         "TRANSFER" shall mean (i) when used as a noun: any direct or indirect
transfer, sale, assignment, pledge, hypothecation, encumbrance or other
disposition and (ii) when used as a verb: to directly or indirectly transfer,
sell, assign, pledge, hypothecate, encumber, or otherwise dispose of; provided,
however, Transfer shall not include a pledge in connection with a recourse, bona
fide loan transaction that is not intended to avoid the provisions of this
Agreement.

         "TRANSFEREE" shall mean any Person to whom Shares have been Transferred
in compliance with the terms of this Agreement.

                                   ARTICLE II

                            RESTRICTIONS ON TRANSFERS

         Section 2.1 Transfers in Accordance with this Agreement. Any attempt to
Transfer, or purported Transfer of, any of the Speese Included Shares in
violation of the terms of this Agreement shall be null and void and the Company
shall not register upon its books, and shall direct its transfer agent not to
register on its books any such Transfer. A copy of this Agreement shall be filed
with the Secretary of the Company and the Company's transfer agent and kept with
the records of the Company.

         Section 2.2 Agreement to be Bound.

             (a) No party hereto (other than the Company, Apollo and their
         Permitted Transferees) shall Transfer any Shares except (i) to a
         Permitted Transferee, or (ii) as specifically provided herein.

             (b) No member of the Speese Group or its Permitted Transferees
         shall Transfer its respective pecuniary interests in any of the Speese
         Included Shares to any party other than a Permitted Transferee of the
         Speese Group, except that during any twelve-month period the Speese
         Group and its Permitted Transferees shall be entitled to Transfer up to
         300,000 Shares in aggregate through sales pursuant to Rule 144 under
         the Securities Act, or otherwise. Notwithstanding the foregoing, in no
         case shall the Speese Group or its Permitted Transferees (i) Transfer
         more than 50% of the Speese Included Shares during the one year period
         commencing on August 5, 2002, or (ii) Transfer any Shares if such
         Transfer would trigger default or change-in-control provisions under
         any material debt instrument of the Company.



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<PAGE>


             (c) No Transfer to a Permitted Transferee of Apollo or of any party
         as provided in the foregoing clauses (a) and (b) of this Section 2.2
         shall be permitted unless (i) the certificates representing such Shares
         issued to the Transferee bear the legend provided in Section 2.3, and
         (ii) the Transferee (if not already a party hereto) has executed and
         delivered to each other party hereto, as a condition precedent to such
         Transfer, an instrument or instruments, reasonably satisfactory to the
         Company, confirming that the Transferee agrees to be bound by the terms
         of this Agreement in the same manner as such Transferee's transferor,
         except as otherwise specifically provided in this Agreement.

         Section 2.3 Legend. Apollo and each Group Member hereby agree that each
outstanding certificate representing Shares issued to any of them (i) on or
after the date of the Original Agreement and prior to the date of the 2001
Agreement shall bear the legend as set forth in Section 2.3 of the Original
Agreement, (ii) on or after the date of the 2001 Agreement and prior to the
Effective Date shall bear the legend as set forth in Section 2.3 therein, and
(iii) on or after the Effective Date, or any certificate issued after the
Effective Date in exchange for or upon conversion of any similarly legended
certificate, shall bear a legend reading substantially as follows:

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE
         SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR
         AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES
         MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS,
         AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO
         THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER
         THE SECURITIES ACT (OR FROM REGISTRATION OR QUALIFICATION UNDER STATE
         SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE
         SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).

         THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
         ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY
         TRANSFEREE AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE SECOND
         AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, AS AMENDED FROM TIME TO
         TIME, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO TRANSFER OF
         SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED
         BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN
         AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH
         IN THE SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, AS AMENDED
         FROM TIME TO TIME.



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<PAGE>


                                   ARTICLE III

                      ADDITIONAL RIGHTS AND OBLIGATIONS OF
                             APOLLO AND THE COMPANY

         Section 3.1 Access to Information; Confidentiality. Upon the request of
Apollo, the Company shall afford Apollo and its accountants, counsel and other
representatives reasonable access to all of the properties, books, contracts,
commitments and records (including, but not limited to, tax returns) of the
Company and its Subsidiaries that are reasonably requested. Apollo will, and
will cause its agents to, conduct any such investigations on reasonable advance
notice, during normal business hours, with reasonable numbers of persons and in
such a manner as not to interfere unreasonably with the normal operations of the
Company and its Subsidiaries.

         Except as otherwise required by applicable law, neither the Company nor
any of its Subsidiaries shall be required to provide access to or to disclose
information where such access or disclosure would violate or prejudice the
rights of any customer or other Person, would jeopardize the attorney-client
privilege of the Person in possession or control of such information, or would
contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or
binding agreement entered into prior to the date hereof. The Parties will make
appropriate substitute disclosure arrangements under circumstances in which the
restrictions of the preceding sentence apply.

         Apollo shall, and shall use its best efforts to cause their
representatives to, keep confidential all such information to the same extent
such information is treated as confidential by the Company, and shall not
directly or indirectly use such information for any competitive or other
commercial purpose. The obligation to keep such information confidential shall
not apply to (i) any information that (x) was already in Apollo's possession
prior to the disclosure thereof by the Company (other than through disclosure by
any other Person known by Apollo to be subject to a duty of confidentiality),
(y) was then generally known to the public, or (z) was disclosed to Apollo by a
third party not known by Apollo to be bound by an obligation of confidentiality
or (ii) disclosures made as required by law or legal process or to any person
exercising regulatory authority over such Apollo or its Affiliates. If in the
absence of a protective order or the receipt of a waiver hereunder, Apollo is
nonetheless, in the opinion of their counsel, compelled to disclose information
concerning the Company to any tribunal or governmental body or agency or else
stand liable for contempt or suffer other censure or penalty, Apollo may
disclose such information to such tribunal or governmental body or agency
without liability hereunder. In addition, in the event that any information
disclosed by the Company to Apollo is material nonpublic information, Apollo
agrees to comply with its obligations under the applicable Federal and state
securities laws with respect thereto, including but not limited to, the laws
pertaining to the possession, dissemination and utilization of such material
nonpublic information.

         Section 3.2 Furnishing of Information. (a) The Company shall deliver to
Apollo, as long as Apollo shall own any Shares:



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                (i) As promptly as practical, but in no event later than 30 days
             after the end of each calendar month, a copy of the monthly
             financial reporting package for such month customarily prepared for
             the Company's Chief Executive Officer.

                (ii) As promptly as practical, but in no event later than 60
             days after the close of each of its first three quarterly
             accounting periods during any fiscal year of the Company, the
             consolidated balance sheet of the Company as at the end of such
             quarterly period, and the related consolidated statements of
             operations, stockholders' equity and cash flows for such quarterly
             period, and for the elapsed portion of the fiscal year ended with
             the last day of such quarterly period, and in each case setting
             forth comparative figures for the related periods in the prior
             fiscal year (if such comparative figures are available without
             unreasonable expense), all of which shall be certified by the chief
             financial officer of the Company, to have been prepared in
             accordance with generally accepted accounting principles, subject
             to year-end audit adjustments, together with an MD&A;

                (iii) As promptly as practical, but in no event later than 105
             days after the close of each fiscal year of the Company, the
             consolidated balance sheet of the Company as of the end of such
             fiscal year and the related consolidated statements of operations,
             stockholders' equity and cash flows for such fiscal year, in each
             case setting forth comparative figures for the preceding fiscal
             year, and certified by independent certified public accountants of
             recognized national standing, together with an MD&A; and

                (iv) All reports, if any, filed by the Company or any Subsidiary
             of the Company with the Commission under the Exchange Act, as
             promptly as practical, but in no event later than 15 days after
             filing any such reports with the Commission.

             (b) The provisions of Sections 3.2(a)(ii) and (iii) above shall be
         deemed to have been satisfied if the Company delivers the reports
         timely filed by the Company with the Commission on Form 10-Q or 10-K,
         as applicable, for such periods promptly, but in no event later than 15
         days after filing any such Form with the Commission.

                                   ARTICLE IV

                         CORPORATE GOVERNANCE AND VOTING

         Section 4.1 Board of Directors of the Company.

             (a) As of the Effective Date, the number of directors constituting
         the entire Board of Directors of the Company is seven, but the Board of
         Directors may increase its size to eight (8). Apollo (or any
         representative thereof designated by Apollo) shall be entitled, but not
         required, to nominate up to three (3) members to the Board of Directors
         (collectively, the "APOLLO NOMINEES") and the Company shall be
         entitled, but not required, to nominate the remaining members to the
         Board of Directors. One Apollo Nominee shall be classified as a Class I
         Director of the Company, one Apollo Nominee



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         shall be classified as a Class II Director of the Company, and one
         Apollo Nominee shall be classified as a Class III Director of the
         Company.

             (b) The Speese Group shall vote all of the Shares owned or held of
         record by them at all regular and special meetings of the stockholders
         of the Company called or held for the purpose of filling positions on
         the Board of Directors, and in each written consent executed in lieu of
         such a meeting of stockholders, and, to the extent entitled to vote
         thereon, each party hereto shall take all actions otherwise necessary
         to ensure (to the extent within the Parties' collective control) that
         the Apollo Nominees are elected to the Board of Directors.

             (c) The Company and the Speese Group shall use their respective
         best efforts to call, or cause the appropriate officers and directors
         of the Company to call, a special meeting of stockholders of the
         Company, as applicable, and the Speese Group shall vote all of the
         Shares owned or held of record by them for, or to take all actions by
         written consent in lieu of any such meeting necessary to cause, the
         removal (with or without cause) of any Apollo Nominee if Apollo
         requests such director's removal in writing for any reason. Apollo
         shall have the right to designate a new nominee in the event any Apollo
         Nominee shall be so removed under this Section 4.1(c) or shall vacate
         his directorship for any reason.

             Except as provided in this Section 4.1(c), each Group Member hereto
         agrees that, at any time that it is then entitled to vote for the
         election or removal of directors, it will not vote in favor of the
         removal of Apollo Nominee unless (i) such removal shall be at the
         request of Apollo or (ii) the right of Apollo to designate such
         director has terminated in accordance with clause (e) below.

             (d) The Company shall not, and shall not permit any of its
         Subsidiaries to, without the consent of holders of a majority of the
         Shares held by Apollo, take any action under Section 4.2(b) of this
         Agreement that requires the approval of the Apollo Nominees, if any of
         the Apollo Nominees are Persons whose removal from the Board of
         Directors has been requested at or prior to the time of such action by
         Apollo. Each party hereto shall use reasonable efforts to prevent any
         action from being taken by the Board of Directors, during the pendency
         of any vacancy due to death, resignation or removal of a director,
         unless the Person entitled to have a person nominated by it elected to
         fill such vacancy shall have failed, for a period of ten (10) days
         after notice of such vacancy, to nominate a replacement.

             (e) At such time as Apollo, together with any and all of its
         Permitted Transferees, cease to hold in the aggregate 4,474,673 Shares,
         Apollo shall be entitled, but not required, to nominate only two Apollo
         Nominees in accordance with this Article IV. At such time as Apollo,
         together with any and all of its Permitted Transferees, cease to hold
         in the aggregate 2,982,817 Shares, Apollo shall be entitled, but not
         required, to nominate only one Apollo Nominees in accordance with this
         Article IV. At such time as Apollo, together with any and all of its
         Permitted Transferees, cease to hold in the aggregate 894,934 Shares,
         Apollo shall no longer be entitled to nominate any Apollo Nominees in
         accordance with this Article IV.



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<PAGE>


             (f) In the event the Company establishes an Executive Committee of
         the Board of Directors, it shall be comprised of such persons as a
         majority of the Board of Directors shall approve, provided, however,
         such committee shall also include at least one Apollo Nominee. The
         Executive Committee shall have authority, subject to applicable law, to
         take all actions that (A) are ancillary to or arise in the normal
         course of the businesses of the Company, or (B) implement and are
         consistent with resolutions of the Board of Directors provided,
         however, that such Executive Committee shall not be authorized to take
         any action which, if proposed to be taken by the full Board of
         Directors would require the affirmative vote of the Apollo Nominees in
         accordance with Section 4.2.

             (g) Unless otherwise approved in advance in writing by all the
         Apollo Nominees, each and every committee of the Board of Directors
         shall be comprised of three directors, one of whom shall be an Apollo
         Nominee and at least one of whom is selected by the Board of Directors
         but who is not also a member of management of the Company.

             (h) Each committee of the Board of Directors, to which authority
         has been delegated, shall keep complete and accurate minutes and
         records of all actions taken by such committee, prepare such minutes
         and records in a timely fashion and promptly distribute such minutes
         and records to each member of the Board of Directors.

             (i) The Parties agree that upon the request of Apollo, the Company
         shall cause the Board of Directors of any wholly-owned subsidiary of
         the Company to include such number of individuals designated by Apollo
         (or any representative thereof designated by Apollo) in the same
         proportion of the total number of members of the Board of Directors of
         such subsidiary as the proportion of the Company's Board of Directors
         to which Apollo is entitled pursuant to

         Section 4.2 Action by the Board of Directors.

             (a) Except as provided below, all decisions of the Board of
         Directors shall require the affirmative vote of a majority of the
         directors of the Company then in office, or a majority of the members
         of an Executive Committee of the Board of Directors, to the extent such
         decisions may be lawfully delegated to an Executive Committee pursuant
         to Section 4.1(f).

             (b) The Company shall not, and it shall cause each of its
         Subsidiaries not to, take (or agree to take) any action regarding the
         following matters, directly or indirectly, including through a merger
         or consolidation with any other corporation or otherwise, without the
         affirmative vote of the Apollo Nominees: (i) increase the number of
         authorized shares of Preferred Stock or authorize the issuance or issue
         of any shares of Preferred Stock other than to existing holders of
         Preferred Stock; (ii) issue any new class or series of equity security;
         (iii) amend, alter or repeal, in any manner whatsoever, the
         designations, preferences and relative rights and limitations and
         restrictions of the Series A Preferred Stock; (iv) amend, alter or
         repeal any of the provisions of the Charter Documents or the
         Certificate of Designation in a manner that would negatively impact the
         holders of the Series A Preferred Stock, including (but not limited to)
         any amendment



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         that is in conflict with the approval rights set forth in this Section
         4.2; (v) directly or indirectly, redeem, purchase or otherwise acquire
         for value (including through an exchange), or set apart money or other
         property for any mandatory purchase or other analogous fund for the
         redemption, purchase or acquisition of any shares of Common Stock or
         Junior Stock (as defined in the Certificate of Designation), or declare
         or pay any dividend or make any distribution (whether in cash, shares
         of capital stock of the Company, or other property) on shares of Common
         Stock or Junior Stock; (vi) cause the number of directors of the
         Company to be greater than eight (8); (vii) enter into any agreement or
         arrangement with or for the benefit of any Person who is an Affiliate
         of the Company with a value in excess of $5 million in a single
         transaction or series of related transactions; (viii) effect a
         voluntary liquidation, dissolution or winding up of the Company; (ix)
         sell or agree to sell all or substantially all of the assets of the
         Company, unless such transaction (1) occurs after August 5, 2002, (2)
         is a sale for cash and (3) results in an internal rate of return
         ("IRR") to Apollo of 30% compounded quarterly or greater with respect
         to each Share issued to Apollo on August 5, 1998; or (x) enter into any
         merger or consolidation or other business combination involving the
         Company (except a merger of a wholly-owned subsidiary of the Company
         into the Company in which the Company's capitalization is unchanged as
         a result of such merger) unless such transaction (1) occurs after
         August 5, 2002, (2) is for cash and (3) results in an IRR to Apollo of
         30% compounded quarterly or greater with respect to each Share issued
         to Apollo on August 5, 1998.

             (c) Notwithstanding the foregoing Section 4.2(b), if Apollo owns
         less than 2,982,817 Shares, the provisions of Section 4.2(b) shall
         cease to exist and shall be of no further force or effect.

             (d) While any shares of Series A Preferred Stock are outstanding,
         the Company shall not and it shall cause each of its Subsidiaries not
         to, issue any debt securities of the Company with a value in excess of
         $10 million (including any refinancing of existing indebtedness)
         without the majority affirmative vote of the Finance Committee.

             (e) While any shares of Series A Preferred Stock are outstanding,
         the Company shall not, and it shall cause each of its Subsidiaries not
         to, issue any equity securities of the Company with a value in excess
         of $10 million (including any refinancing of existing indebtedness)
         without the unanimous affirmative vote of the Finance Committee;
         provided, however, that the following equity issuances shall require
         only a majority affirmative vote of the Finance Committee: (A) an
         offering of Common Stock in which the selling price is equal to or
         greater than the price that would imply a 25% or greater IRR compounded
         quarterly on the Conversion Price (as defined in the Certificate of
         Designation) and (B) an issuance of equity in connection with an
         acquisition if the issuance is equal to or less than 10% of the
         outstanding Common Stock (calculated post-issuance of such shares of
         Common Stock).

         Section 4.3 Charter Documents. (a) The Charter Documents most recently
included (or incorporated therein) as exhibits to the Company's periodic reports
filed with the Commission are the Charter Documents as in effect on the
Effective Date.



                                       11
<PAGE>

             (b) The Company covenants that it will act, and each Group Member
         and Apollo agrees to use its best efforts to cause the Company to act,
         in accordance with its Charter Documents and Certificate of Designation
         in all material respects and to cause compliance with all provisions
         contained herein. Each Group Member and Apollo shall vote all the
         Shares owned or held of record by it at any regular or special meeting
         of stockholders of the Company or in any written consent executed in
         lieu of such a meeting of stockholders, and shall take all action
         necessary, to ensure (to the extent within the Parties' collective
         control) that (i) the Charter Documents and Certificate of Designation
         of the Company do not, at any time, conflict with the provisions of
         this Agreement, and (ii) unless an amendment is approved by the Board
         of Directors in accordance with Section 4.2, the Charter Documents of
         the Company continue to be in effect in the forms most recently
         included as exhibits to the Company's periodic reports filed with the
         Commission and the Certificate of Designation continues to be in effect
         in the form attached as an exhibit to the Stock Purchase Agreement.

                                    ARTICLE V

                                   TERMINATION

         Section 5.1 Termination. Except as otherwise provided herein with
respect to certain specific provisions, this Agreement shall terminate upon the
earlier to occur of:

                (i) the mutual agreement of the Parties,

                (ii) with respect to any party hereto other than the Company,
             such party ceasing to own, beneficially or otherwise, any Shares,

                (iii) such time as less than 1,737,104 Shares continue to be
             subject to the provisions of this Agreement, or

                (iv) on August 5, 2009.

                                   ARTICLE VI

                                  MISCELLANEOUS

         Section 6.1 No Inconsistent Agreements. Each party hereto hereby
consents to the termination of any prior written or oral agreement or
understanding, including without limitation the 2001 Agreement, restricting,
conditioning or limiting the ability of any party to transfer or vote Shares.

         Each of the Company and the Group Members represents and agrees that,
as of the Effective Date, there is no (and from and after the Effective Date
they will not, and will cause their respective Subsidiaries and Affiliates not
to, enter into any) agreement with respect to any securities of the Company or
any of its Subsidiaries (and from and after the Effective Date neither the
Company nor any Group Members shall take, or permit any of their Subsidiaries or
Affiliates to take, any action) that is inconsistent in any material respect
with the rights granted to Apollo in this Agreement.



                                       12
<PAGE>


         Without limiting the foregoing and other than the 2001 Agreement, the
Registration Rights Agreement and that certain Registration Rights Agreement,
dated August 18, 1998, by and between the Company and RC Acquisition Corp., a
Delaware corporation, the Company represents that there are no existing
agreements relating to the voting or registration of any equity securities of
the Company or any of its Subsidiaries, and there are no other existing
agreements between the Company and any other holder of Shares relating to the
transfer of any equity securities of the Company or any of its Subsidiaries.

         Section 6.2 Recapitalization, Exchanges. etc. If any capital stock or
other securities are issued in respect of, in exchange for, or in substitution
of, any Shares by reason of any reorganization, recapitalization,
reclassification, merger, consolidation, spin-off, partial or complete
liquidation, stock dividend, split-up, sale of assets, distribution to
stockholders or combination of the Shares or any other change in capital
structure of the Company, appropriate adjustments shall be made with respect to
the relevant provisions of this Agreement so as to fairly and equitably
preserve, as far as practicable, the original rights and obligations of the
Parties under this Agreement and the terms "Common Stock," "Preferred Stock" and
"Shares," each as used herein, shall be deemed to include shares of such capital
stock or other securities, as appropriate. Without limiting the foregoing,
whenever a particular number of Shares is specified herein, such number shall be
adjusted to reflect stock dividends, stock-splits, combinations or other
reclassifications of stock or any similar transactions.

         Section 6.3 Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the Parties, and their respective
successors and permitted assigns; provided that (i) neither this Agreement nor
any rights or obligations hereunder may be transferred or assigned by the
Company (except by operation of law in any permitted merger); (ii) neither this
Agreement nor any rights or obligations hereunder may be transferred or assigned
by the Group Members or Apollo except to any Person to whom it has Transferred
Shares in compliance with this Agreement and who has become bound by this
Agreement pursuant to Section 2.2 hereof; and (iii) the rights of the Parties
under Article IV hereof may not be assigned to any Person except as explicitly
provided therein.

         Section 6.4 No Waivers: Amendments. (a) No failure or delay by any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.

             (b) This Agreement may not be amended or modified, nor may any
         provision hereof be waived, other than by a written instrument signed
         by the Parties.

         Section 6.5 Notices. All notices, demands, requests, consents or
approvals (collectively, "NOTICES") required or permitted to be given hereunder
or which are given with respect to this Agreement shall be in writing and shall
be personally delivered or mailed, registered or certified, return receipt
requested, postage prepaid (or by a substantially similar method), or delivered
by a reputable overnight courier service with charges prepaid, or transmitted by
hand delivery or facsimile, addressed as set forth below, or such other address
(and with such other copy) as such party shall have specified most recently by
written notice.



                                       13
<PAGE>


Notice shall be deemed given or delivered on the date of service or transmission
if personally served or transmitted by facsimile. Notice otherwise sent as
provided herein shall be deemed given or delivered on the third business day
following the date mailed or on the next business day following delivery of such
notice to a reputable overnight courier service.

         To the Company or the Speese Group:

                  Rent-A-Center, Inc.
                  5700 Tennyson Parkway
                  Third Floor
                  Plano, Texas 75024
                  Attn: Mark E. Speese
                  Fax: (972) 801-1200

          with a copy (which shall not constitute notice) to:

                  Winstead Sechrest & Minick P.C.
                  5400 Renaissance Tower
                  1201 Elm Street
                  Attn: Thomas W. Hughes, Esq.
                  Fax: (214) 745-5390

         To Apollo:

                  Apollo Investment Fund IV, L.P. and/or
                  Apollo Overseas Partners IV, L.P.
                  c/o Apollo Management IV, L.P.
                  1999 Avenue of the Stars, Suite 1900
                  Los Angeles, California 90067
                  Attn: Michael D. Weiner
                  Facsimile: (310) 201-4166

         with a copy (which shall not constitute notice) to:

                  Morgan, Lewis & Bockius LLP
                  300 South Grand Avenue, Suite 2200
                  Los Angeles, California 90071
                  Attn: John F. Hartigan, Esq.
                  Fax: (213) 612-2554

         Section 6.6 Inspection. So long as this Agreement shall be in effect,
this Agreement and any amendments hereto and waivers hereof shall be distributed
to all Parties after becoming effective and shall be made available for
inspection at the principal office of the Company by Apollo.

         Section 6.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS,



                                       14
<PAGE>


EXCEPT AS TO MATTERS OF CORPORATE GOVERNANCE, WHICH SHALL BE INTERPRETED IN
ACCORDANCE WITH THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE. EACH PARTY
HERETO CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE
COURTS WITHIN THE STATE OF NEW YORK.

         Section 6.8 Section Headings. The section headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

         Section 6.9 Entire Agreement. This Agreement, together with the Stock
Purchase Agreement, the Certificate of Designation and the Registration Rights
Agreement, constitutes the entire agreement and understanding among the Parties
with respect to the subject matter hereof and thereof and supersedes the 2001
Agreement and any and all prior agreements and understandings, written or oral,
relating to the subject matter hereof.

         Section 6.10 Severability. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdictions, it
being intended that all rights and obligations of the Parties hereunder shall be
enforceable to the fullest extent permitted by law.

         Section 6.11 Counterparts. This Agreement may be signed in
counterparts, each of which shall constitute an original and which together
shall constitute one and the same agreement.

         Section 6.12 Required Approvals. If approval of this Agreement or any
of the transactions contemplated hereby shall be required by any governmental or
supra-governmental agency or instrumentality or is considered to be necessary or
advisable to all the Parties, all Parties shall use their best efforts to obtain
such approval.

         Section 6.13 Public Disclosure. The Company shall not, and shall not
permit any of its Subsidiaries to, make any public announcements or disclosures
relating or referring to Apollo, any of its affiliates, or any of their
respective directors, officers, partners, employees or agents (including,
without limitation, any Person designated as a director of the Company pursuant
to the terms hereof) unless Apollo has consented to the form and substance
thereof, which consent shall not be unreasonably withheld except to the extent
such disclosure is, in the opinion of counsel, required by law or by stock
exchange regulation, provided that (i) any such required disclosure shall only
be made, to the extent consistent with the law, after consultation with Apollo
and (ii) no such announcement or disclosure (except as required by law or by
stock exchange regulation) shall identify any such Person without Apollo's prior
consent.

         Section 6.14 Payment of Costs and Expenses. The Company shall pay
Apollo's reasonable and documented costs and expenses (including attorneys'
fees) associated with negotiation, documentation and completion of this
Agreement and the transactions contemplated herein.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       15
<PAGE>

         IN WITNESS WHEREOF, the Parties have executed this Amended and Restated
Stockholders Agreement as of the date first above written.


RENT-A-CENTER, INC.
a Delaware corporation


By: /s/ Robert D. Davis
    ----------------------------------------------------------
Name: Robert D. Davis
      --------------------------------------------------------
Title: Chief Financial Officer
       -------------------------------------------------------


APOLLO INVESTMENT FUND IV, L.P.
a Delaware limited partnership

By:    Apollo Advisors IV, L.P.
       its General Partner

     By:   Apollo Capital Management IV, Inc.
           its General Partner


     By: /s/ Peter Copses
         --------------------------------------------
     Name: Peter Copses
           ------------------------------------------
     Title: Vice President
            -----------------------------------------


APOLLO OVERSEAS PARTNERS IV, L.P.
an exempted limited partnership registered in the Cayman Islands

By:    Apollo Advisors IV, L.P.
       its General Partner

     By:   Apollo Capital Management IV, Inc.
           its Managing General Partner


     By: /s/ Peter Copses
         --------------------------------------------
     Name: Peter Copses
           ------------------------------------------
     Title: Vice President
            -----------------------------------------

/s/ Mark E. Speese
-----------------------------------------------------
Mark E. Speese



                                       16
<PAGE>
/s/ Carolyn Speese
--------------------------------------------
Carolyn Speese


MARK SPEESE 2000 GRANTOR RETAINED ANNUITY TRUST


By: /s/ Mark E. Speese
    ----------------------------------------
     Mark E. Speese, as Trustee


CAROLYN SPEESE 2000 GRANTOR RETAINED ANNUITY TRUST


By: /s/ Mark E. Speese
    ----------------------------------------
     Mark E. Speese, as Trustee


ALLISON REBECCA SPEESE 2000 REMAINDER TRUST


By: /s/ Stephen Elken
    ----------------------------------------
      Stephen Elken, as Trustee


JESSICA ELIZABETH SPEESE 2000 REMAINDER TRUST


By: /s/ Stephen Elken
    ----------------------------------------
     Stephen Elken, as Trustee


ANDREW MICHAEL SPEESE 2000 REMAINDER TRUST


By: /s/ Stephen Elken
    ----------------------------------------
     Stephen Elken, as Trustee



                                       17

</TEXT>
</DOCUMENT>
