RENT A CENTER INC DE
COMMON STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>4
<FILENAME>d92108ex10-9.txt
<DESCRIPTION>COMMON STOCK PURCHASE AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.9


                         COMMON STOCK PURCHASE AGREEMENT


            THIS COMMON STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made as
of the 8th day of October, 2001, by and among J. Ernest Talley ("J. TALLEY") and
Mary Ann Talley ("M. TALLEY"), husband and wife and each a resident of the State
of Texas, and the Talley 1999 Trust (the "TRUST" and along with J. Talley and M.
Talley each a "SELLER" and collectively, the "SELLERS"), and Rent-A-Center,
Inc., a Delaware corporation ("BUYER").

                                    RECITALS

            WHEREAS, Sellers collectively own of record 2,948,166 shares (the
"SHARES") of common stock, $0.01 par value (the "COMMON STOCK"), of Buyer; and

            WHEREAS, Sellers desire to sell to Buyer, and Buyer wishes to
purchase from Sellers, an aggregate of $25,000,000 worth of shares of Common
Stock owned by Sellers, upon the terms and conditions set forth herein; and

            WHEREAS, Buyer desires to have and Sellers desire to grant Buyer a
call option to acquire the remaining shares of Common Stock owned by Sellers;
and

            WHEREAS, each of the parties hereto, in order to induce each of the
other parties hereto to enter into this Agreement and to consummate the
transactions contemplated hereby, agrees to the covenants and agreements set
forth herein.

            NOW, THEREFORE, in consideration of the representations, warranties
and covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:

                                    AGREEMENT

1. Purchase and Sale of the Shares; Option; the Closings.

            1.1 Purchase and Sale of Common Stock. Subject to the terms and
conditions of this Agreement and on the basis of the representations, warranties
and covenants set forth herein, Sellers agree to sell to Buyer, and Buyer agrees
to purchase from Sellers, shares of Common Stock for an aggregate purchase price
of $25,000,000 (the "PURCHASE PRICE"). The per share purchase price ("PER SHARE
PURCHASE PRICE") shall be equal to the mean average of the last reported sales
price of the Common Stock as reported by the Nasdaq Stock Market for each of the
ten trading days immediately following the public announcement by the Company of
this Agreement; provided, however, if the mean average is (i) equal to or less
than $20.00, then the Per Share Purchase Price shall be $20.00 or (ii) equal to
or greater than $27.00, then the Per Share Purchase Price shall be $27.00.

            1.2 Number of Shares to be Sold. The number of shares of Common
Stock to be sold by the Sellers to the Buyer at the Initial Closing (as
hereinafter defined) shall be the number equal to 10,000,000 divided by the Per
Share Purchase Price, which result shall be rounded to the

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nearest whole number. The number of shares of Common Stock to be sold by the
Sellers to the Buyer at the November Closing (as hereinafter defined) shall be
the number equal to 15,000,000 divided by the Per Share Price, which result
shall be rounded to the nearest whole number. The aggregate maximum number of
shares to be sold at the Initial Closing and the November Closing shall be
1,250,000 and the aggregate minimum number of Shares to be sold at the Initial
Closing and the November Closing shall be 925,926. The allocation of the Shares
to be sold by each Seller at the various Closings (as hereinafter defined) shall
be determined by J. Talley prior to such Closing.

            1.3 Option. The Sellers hereby grant Buyer the option (the "OPTION")
to purchase any or all of the Shares not purchased at the Initial Closing and/or
the November Closing at a per share price equal to the Per Share Purchase Price.
The Option shall last through February 8, 2002 (the "EXPIRATION DATE"). The
Option may be exercised at any time on or after the date of the Initial Closing
and prior to February 6, 2002 by giving written notice (an "EXERCISE NOTICE") to
the Sellers of the time of the Option Closing (as hereinafter defined) and the
number of Shares Buyer is purchasing. The Exercise Notice must be given at least
three business days prior to the applicable Option Closing. The Option may be
exercised at one or more times in any amounts through the Expiration Date.

            1.4 The Closings. Subject to the terms and conditions hereof, the
purchase and sale of the Shares contemplated by this ARTICLE 1 (each a "CLOSING"
and collectively the "CLOSINGS") will take place at the offices of Winstead
Sechrest & Minick P.C., 1201 Elm Street, 5400 Renaissance Tower, Dallas, Texas
75270. The Closing of the purchase and sale of the first $10,000,000 worth of
Shares (the "INITIAL CLOSING") shall occur at 10:00 a.m. Dallas, Texas time on
October 23, 2001. The Closing of the purchase and sale of the second $15,000,000
worth of Shares (the "NOVEMBER CLOSING") shall occur at 10:00 a.m. Dallas, Texas
time on November 30, 2001 (or such earlier date as the Buyer gives reasonable
notice to Sellers). The Closing of the purchase(s) and sale(s) of any Shares
upon the exercise of the Option (each an "OPTION CLOSING") shall be at 10:00
a.m. on the business day set forth in the applicable Exercise Notice, provided
that the Exercise Notice must specify a business date prior to February 9, 2002.
If the Exercise Notice does not specify a date for an Option Closing or if it
specifies a date after February 8, 2002, such Option Closing shall occur on
February 8, 2002. Notwithstanding the foregoing, any Closing may occur at such
other time, date or place as the parties shall mutually agree. At the Closing,
Sellers will deliver to Buyer certificates representing the Shares purchased by
Buyer, duly endorsed or accompanied by stock powers duly executed in blank and
otherwise in form acceptable for transfer on the books of the Buyer, with any
requisite stock transfer tax stamps affixed thereto and Buyer will deliver to
the Sellers the Purchase Price, by wire transfer of immediately available funds
to an account specified by Sellers.

2. Representations and Warranties of the Sellers.

            In order to induce Buyer to enter into this Agreement and to
purchase the Shares hereunder, the Sellers hereby jointly and severally
represent and warrant to Buyer the following:

            2.1 Ownership of Shares. Except as set forth in the Stockholders
Agreement of the Buyer, dated August 5, 1998, as amended and supplemented from
time to time (the "STOCKHOLDERS AGREEMENT") Sellers own, (including beneficially
and of record), 2,948,166 issued

                                      -2-

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and outstanding shares of Common Stock and upon delivery and payment therefor
pursuant to this Agreement, Buyer shall own the entire right, title and interest
in and to the Shares, free and clear of any liens, claims or encumbrances,
including rights of first refusal and similar claims except for restrictions of
applicable state and federal securities laws. Except as set forth in the
Stockholders Agreement, there are no restrictions on the transfer or voting of
any of the Shares imposed by any voting, shareholder or similar agreement or any
law, regulation or order, other than applicable state and federal securities
laws.

            2.2 Authorization. Sellers have full right, power and authority to
execute, deliver and perform this Agreement and to sell, assign and deliver the
Shares to Buyer. This Agreement is the legal, valid and, assuming due execution
and delivery by the other parties hereto, binding obligation of Sellers,
enforceable in accordance with its terms, except to the extent that the
enforceability thereof may be limited by (i) principles of public policy, (ii)
applicable bankruptcy, insolvency, reorganization or other laws of general
application relating to or affecting the enforcement of creditors' rights
generally, and (iii) rules of law governing the availability of equitable
remedies.

            2.3 No Violation; No Consent. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby (a) assuming the consents referred to in clause (c) are
received, will not constitute a breach or violation of or default under any
judgment, decree or order or any agreement or instrument of Sellers or to which
Sellers are subject, (b) will not result in the creation or imposition of any
lien upon the Shares, and (c) other than under the Stockholders Agreement will
not require the consent of or notice to any governmental entity or any party to
any contract, agreement or arrangement with any of the Sellers.

            2.4 Brokerage. There are no claims for brokerage commissions or
finder's fees or similar compensation in connection with the transactions
contemplated by this Agreement based on any arrangement or agreement made by or
on behalf of Sellers.

            2.5 Accuracy of Information. Other than such information that has
been disclosed to the Board of Directors of the Company in meetings of the Board
of Directors of the Company since August 5, 1998, to the best of J. Talley's
knowledge, (i) the Company's internally generated financial reports reflect all
material liabilities of the Company, and the Company has no material undisclosed
liabilities; and (ii) all information in the reports filed by Buyer with the
Securities Exchange Commission under the Securities Exchange Act of 1934, as
amended, was true, correct and complete in all material respects and did not
omit to state any material fact necessary to make such information not
misleading at the time such reports were filed (other than reports that have
been amended prior to the date hereof, and after the filing of such amendment,
such information complied with the foregoing standard).

3. Representations and Warranties of Buyer.

            Buyer hereby represents and warrants as follows:

            3.1 Organization and Corporate Power; Authorization. Buyer is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware.

                                      -3-

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Buyer has the requisite power and authority to execute, deliver and perform this
Agreement and to acquire the Shares. The execution, delivery and performance of
this Agreement and the consummation by Buyer of the transactions contemplated
hereby have been duly authorized by all requisite action on the part of Buyer.
This Agreement and any other agreements, instruments, or documents entered into
by Buyer pursuant to this Agreement have been duly executed and delivered by
Buyer and are the legal, valid and, assuming due execution by the other parties
hereto, binding obligation of Buyer, enforceable against Buyer in accordance
with its terms except to the extent that the enforceability thereof may be
limited by (i) principles of public policy, (ii) applicable bankruptcy,
insolvency, reorganization or other laws of general application relating to or
affecting the enforcement of creditors' rights generally, and (iii) rules of law
governing the availability of equitable remedies.

            3.2 No Violation; No Consent. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby (a) assuming the consents referred to in clause (b) are
received, will not constitute a breach or violation of or default under any
judgment, decree or order or any agreement or instrument of Buyer or to which
Buyers are subject, and (b) other than (i) under the Stockholders Agreement, and
(ii) the holders of the majority of the Buyer's outstanding Series A Convertible
Preferred Stock, par value $0.01 per share, will not require the consent of or
notice to any governmental entity or any party to any contract, agreement or
arrangement with the Buyer; provided however, if the Option is exercised, a
consent under the Amended and Restated Credit Agreement among Buyer, as
borrower, the several lenders from time to time that are parties thereto,
Comerica Bank, as documentation agent, Bank of America, N.A., as syndication
agent, and The Chase Manhattan Bank, as administrative agent, dated as of August
5, 1998, as amended and restated as of June 29, 2000, as amended from time to
time, may be required.

            3.3 Brokerage. There are no claims for brokerage commissions or
finder's fees or similar compensation in connection with the transactions
contemplated by this Agreement based on any arrangement or agreement made by or
on behalf of Buyer.

4. Conditions to the Buyer's Obligations.

            The obligations of Buyer under ARTICLE 1 to purchase the Shares at
the applicable Closings are subject to the fulfillment as of such Closing of
each of the following conditions unless waived by Buyer in accordance with
SECTION 8.3:

            4.1 Representations and Warranties. The representations and
warranties of the Sellers contained in ARTICLE 2 shall be true and correct on
and as of the date of such Closing with the same effect as though such
representations and warranties had been made on and as of the date of such
Closing.

            4.2 Performance. The Sellers shall have performed and complied in
all material respects with all agreements, obligations, and conditions contained
in this Agreement that are required to be performed or complied with by it on or
before the date of such Closing.

            4.3 Consents. The Sellers and the Buyer, as applicable, shall have
obtained all necessary consents, waivers, authorizations and approvals of all
other persons, firms or

                                      -4-

<PAGE>

corporations required in connection with the execution, delivery and performance
by them of this Agreement.

            4.4 Delivery of Certificates. The Sellers shall have delivered all
of the stock certificates representing the Shares to be sold at such Closing,
free and clear of any liens, claims or encumbrances, along with all stock
powers, assignments or any other documents, instruments or certificates
necessary for a valid transfer.

            4.5 Stockholders Agreement. The Amended and Restated Stockholders
Agreement, substantially in form attached hereto as Exhibit A, shall have been
properly and duly executed and delivered by all the parties thereto.

            4.6 Resignation. Talley shall have submitted written resignations to
the Buyer and its applicable subsidiaries resigning all of his positions as an
officer or director of the Buyer and all of its subsidiaries as of the date
hereof.

            4.7 Release. Talley shall have executed a written release of all
past or future claims against Buyer in a form reasonably satisfactory to Buyer
other than claims (i) arising out of or related to this Agreement, and (ii)
claims that any other retired employee, officer or director of Buyer would have
in the ordinary course, (e.g. benefits under retirement plans sponsored by
Buyer, and claims for indemnification under the Buyer's certificate of
incorporation or bylaws, the ability to exercise existing vested stock options).

5. Conditions to the Sellers' Obligations.

            The obligations of Sellers under ARTICLE 1 to sell the Shares at the
applicable Closings are subject to the fulfillment as of such Closing of each of
the following conditions unless waived by Sellers in accordance with SECTION
8.3:

            5.1 Representations and Warranties. The representations and
warranties of Buyer contained in ARTICLE 3 shall be true and correct as of the
Closing Date.

            5.2 Payment of Purchase Price. Buyer shall have delivered the
Purchase Price by wire transfer to the account(s) specified by the Sellers.

            5.3 Stockholders Agreement. The Amended and Restated Stockholders
Agreement, substantially in form attached hereto as Exhibit A, shall have been
properly and duly executed and delivered by all the parties thereto.

            5.4 Release. Buyer shall have executed a written release of all past
or future claims, other than claims arising out of fraud or criminal conduct,
against Talley in a form reasonably satisfactory to Talley other than claims
arising out of or related to this Agreement.

            6. Covenants.

            6.1 Public Announcements; Holdback. The Buyer and Talley shall
mutually agree upon any public announcement or similar publicity with respect to
this Agreement or the transactions contemplated hereby, and such public
announcement will be issued within one

                                      -5-

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business day of the execution and delivery of this Agreement by all the parties
hereto. During the ten trading days immediately following the public
announcement by the Company of this Agreement, Sellers will not, directly or
indirectly, (i) purchase any Common Stock or (ii) take any action, including
making any communication, that is intended to or otherwise could be expected to
have an effect on the price of the Common Stock.

            6.2 Closing Conditions. Sellers and Buyer shall use their
commercially reasonable efforts to ensure that each of the conditions to Closing
are satisfied.

            6.3 J. Talley Covenant-Not-to-Compete. For and in consideration of
the repurchase of the Shares and as a material inducement to repurchase the
Shares, for a period of 3 years after the date hereof, J. Talley covenants and
agrees that he will not, without the prior written consent of the Buyer,
directly or indirectly (i) engage in or carry on in any capacity, including as
an officer, director, manager, employee, advisor or consultant of any business
engaged, directly or indirectly, in the rent-to-own industry in the United
States of America or the Commonwealth of Puerto Rico or (ii) have any direct or
indirect ownership or similar economic interest (or any debt) in any firm,
person, partnership, joint venture, corporation, unincorporated association,
limited liability company or other entity that is engaged in rent-to-own
industry in the United States of America or the Commonwealth of Puerto Rico
other than as an owner of less than 5% (including any ownership interests owned
by M. Talley or the Trust) of a class of securities registered under Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, or otherwise
publicly traded on the over-the-counter market.

            The Buyer and J. Talley agree that the covenants and agreements of
J. Talley contained in this SECTION 6.3 are special and unique, that a breach of
any term or provision in this SECTION 6.3 may cause irreparable injury to the
Buyer and that remedies at law for the breach of any provision of this SECTION
6.3 will be inadequate and that, in addition to any other remedies it may have
in the event of breach, the Buyer shall be entitled to enforce specific
performance of the terms and provisions of this SECTION 6.3, to obtain temporary
and permanent injunctive relief to prevent the continued breach of such
provisions without the necessity of posting bond or proving actual damage. J.
Talley acknowledges that the geographic boundaries, scope of prohibited
activities, and time duration of the provisions of this SECTION 6.3 are
reasonable and are no broader than are necessary to maintain to protect the
legitimate business interests of the Buyer.

            6.4 M. Talley Covenant-Not-to-Compete. For and in consideration of
the repurchase of the Shares and as a material inducement to repurchase the
Shares, for a period of 3 years after the date hereof, M. Talley covenants and
agrees that she will not, without the prior written consent of the Buyer,
directly or indirectly (i) engage in or carry on in any capacity, including as
an officer, director, manager, employee, advisor or consultant of any business
engaged, directly or indirectly, in the rent-to-own industry in the United
States of America or the Commonwealth of Puerto Rico or (ii) have any direct or
indirect ownership or similar economic interest (or any debt) in any firm,
person, partnership, joint venture, corporation, unincorporated association,
limited liability company or other entity that is engaged in rent-to-own
industry in the United States of America or the Commonwealth of Puerto Rico
other than as an owner of less than 5% (including any ownership interests owned
by J. Talley or the Trust) of a class of securities registered under Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, or otherwise
publicly traded on the over-the-counter market.

                                      -6-

<PAGE>

            The Buyer and M. Talley agree that the covenants and agreements of
M. Talley contained in this SECTION 6.4 are special and unique, that a breach of
any term or provision in this SECTION 6.4 may cause irreparable injury to the
Buyer and that remedies at law for the breach of any provision of this SECTION
6.4 will be inadequate and that, in addition to any other remedies it may have
in the event of breach, the Buyer shall be entitled to enforce specific
performance of the terms and provisions of this SECTION 6.4, to obtain temporary
and permanent injunctive relief to prevent the continued breach of such
provisions without the necessity of posting bond or proving actual damage. M.
Talley acknowledges that the geographic boundaries, scope of prohibited
activities, and time duration of the provisions of this SECTION 6.4 are
reasonable and are no broader than are necessary to maintain to protect the
legitimate business interests of the Buyer.

            6.5 The Trust Covenant-Not-to-Compete. For and in consideration of
the repurchase of the Shares and as a material inducement to repurchase the
Shares, for a period of 3 years after the date hereof, the Trust covenants and
agrees that it will not, without the prior written consent of the Buyer,
directly or indirectly (i) engage in or carry on in any capacity, including as
an officer, director, manager, employee, advisor or consultant of any business
engaged, directly or indirectly, in the rent-to-own industry in the United
States of America or the Commonwealth of Puerto Rico or (ii) have any direct or
indirect ownership or similar economic interest (or any debt) in any firm,
person, partnership, joint venture, corporation, unincorporated association,
limited liability company or other entity that is engaged in rent-to-own
industry in the United States of America or the Commonwealth of Puerto Rico
other than as an owner of less than 5% (including any ownership interests owned
by M. Talley or J. Talley )of a class of securities registered under Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, or otherwise
publicly traded on the over-the-counter market.

            The Buyer and the Trust agree that the covenants and agreements of
the Trust contained in this SECTION 6.5 are special and unique, that a breach of
any term or provision in this SECTION 6.5 may cause irreparable injury to the
Buyer and that remedies at law for the breach of any provision of this SECTION
6.5 will be inadequate and that, in addition to any other remedies it may have
in the event of breach, the Buyer shall be entitled to enforce specific
performance of the terms and provisions of this SECTION 6.5, to obtain temporary
and permanent injunctive relief to prevent the continued breach of such
provisions without the necessity of posting bond or proving actual damage. The
Trust acknowledges that the geographic boundaries, scope of prohibited
activities, and time duration of the provisions of this SECTION 6.5 are
reasonable and are no broader than are necessary to maintain to protect the
legitimate business interests of the Buyer.

            6.6 Taxes. Any stock transfer or other tax applicable to Sellers'
transfer of the Shares pursuant to this Agreement shall be paid by Sellers.

            6.7 Medical Coverage. For and in consideration of the sale of the
Shares and as a material inducement to the sale of the Shares, Buyer covenants
and agrees to pay the full cost of medical coverage for Talley for 18 months
either under COBRA continuation medical coverage through Buyer's health
insurance plan or under alternative medical coverage obtained by Talley, at
Talley's election. Buyer may satisfy its obligation under this covenant by
payment to Talley at the Closing of a lump sum amount equal to the cost of 18
months of the medical coverage selected by Talley; provided, however, the
aggregated premiums required to be paid by Buyer under this SECTION 6.7 shall
not exceed $22,500.

                                      -7-

<PAGE>

            6.8 Directors and Officers Insurance. For a period of six years
following the Closing, the Company shall continue to carry directors and
officers insurance covering Talley (or his estate) for the periods that he
served as an officer or director of the Company or its subsidiaries or their
predecessors under terms no less favorable than those of the Company's current
directors and officers insurance from an insurance company that is rated the
same or higher as the Buyer's current directors and officers insurance carrier.

            6.9 General Cooperation. For a period of one year, J. Talley shall
use his reasonable efforts to make himself available by telephone or in person,
if necessary, to assist in the transition of his retirement from the Company.
Buyer shall reimburse J. Talley for all actual out-of-pocket expenses incurred
by J. Talley, in accordance with Buyer's policies, in connection with his
compliance with this SECTION 6.9.

7. Survival of Representations and Warranties; Limitation on Liability. All
representations and warranties hereunder shall survive the Closing.
Notwithstanding the foregoing, in no event shall Sellers' liability for breach
of the representations, warranties and covenants exceed the Purchase Price.

8. Miscellaneous.

            8.1 Incorporation by Reference. All exhibits and schedules appended
to this Agreement are herein incorporated by reference and made a part hereof.

            8.2 Parties in Interest; Assignment. All covenants, agreements,
representations, warranties and undertakings in this Agreement made by and on
behalf of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not. This Agreement and the rights and obligations contemplated hereby may not
be assigned, in part or in whole, by the Buyer or the Sellers.

            8.3 Amendments and Waivers. Except as set forth in this Agreement,
changes in or additions to this Agreement may be made, or compliance with any
term, covenant, agreement, condition or provision set forth herein may be
omitted or waived (either generally or in a particular instance and either
retroactively or prospectively), by a writing executed by each of the parties
hereto.

            8.4 Termination. Sellers or Buyer may terminate this Agreement as
permitted elsewhere herein upon written notice to the other party hereto.

            8.5 Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of Texas and, together with the rights of
obligations of the parties hereunder, shall be construed under and governed by
the laws of the State of Texas.

                                      -8-

<PAGE>

            8.6 Notices. All notices, requests, consents and demands shall be in
writing and shall be personally delivered, mailed, postage prepaid or
telecopied:

               To Buyer:          Rent-A-Center, Inc.
                                  5700 Tennyson Pkwy
                                  Suite 180
                                  Plano, Texas  75024
                                  Facsimile No.: (972) 403-4936
                                  Attn:  President

               To Sellers:        c/o J. Ernest Talley
                                  8914 Hames Road
                                  Pilot Point, Texas 76258

or such other address as may be furnished in writing to the other parties
hereto. All such notices, requests, demands and other communication shall, when
mailed (registered or certified mail, return receipt requested, postage prepaid)
or personally delivered be effective four days after deposit in the mails or
when personally delivered, respectively, addressed as aforesaid, unless
otherwise provided herein and, when telecopied, shall be effective upon actual
receipt.

            8.7 Effect of Headings. The section and paragraph headings herein
are for convenience only and shall not affect the construction hereof.

            8.8 Entire Agreement. This Agreement and the Schedules hereto
together with any other agreement referred to herein (the "ADDITIONAL
AGREEMENTS") constitute the entire agreement among Sellers and Buyer with
respect to the subject matter hereof. This Agreement and such Additional
Agreements supersede all prior agreements between the parties with respect to
the subject matter hereof.

            8.9 Severability. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.

            8.10 Counterparts. This Agreement may be executed in counterparts,
all of which together shall constitute one and the same instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -9-

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               IN WITNESS WHEREOF, this Agreement has been executed as of the
date first above written, by the parties hereto.


                                        /s/ J. Ernest Talley
                                        -----------------------------------
                                        J. ERNEST TALLEY


                                        /s/ Mary Ann Talley
                                        -----------------------------------
                                        MARY ANN TALLEY


                                        TALLEY 1999 TRUST


                                        By: /s/ J. Ernest Talley
                                           --------------------------------
                                            J. Ernest Talley, as trustee


                                        RENT-A-CENTER, INC.


                                        By: /s/ Mitchell E. Fadel
                                           --------------------------------
                                           Name:   Mitchell E. Fadel
                                                ---------------------------
                                           Title:  President
                                                 --------------------------

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