RENT A CENTER INC DE
AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>d10151exv10w1.txt
<DESCRIPTION>AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                              AMENDED AND RESTATED

                               RENT-A-CENTER, INC.

                            LONG-TERM INCENTIVE PLAN

         1.       Objectives. The Amended and Restated Rent-A-Center, Inc.
Long-Term Incentive Plan (formerly known as the 1994 Renters Choice, Inc.
Long-Term Incentive Plan) is designed to retain selected employees, non-employee
directors and Independent Contractors (as hereinafter defined) of Rent-A-Center,
Inc., a Delaware holding company (the "Company"), and reward them for making
significant contributions to the success of the Company and its Subsidiaries (as
hereinafter defined). These objectives are to be accomplished by making awards
under the Plan and thereby providing Participants (as hereinafter defined) with
a proprietary interest in the growth and performance of the Company and its
Subsidiaries.

         2.       Definitions. As used herein, the terms set forth below shall
have the following respective meanings:

                  "Agreement" means a written agreement between the Company and
         a Participant that sets forth the terms, conditions and limitations
         applicable to an Employee Award, a Director Option or an Independent
         Contractor Option.

                  "Board" means the Board of Directors of the Company.

                  "Code" means the Internal Revenue Code of 1986, as amended
         from time to time.

                  "Committee" means such committee of the Board as is designated
         by the Board to administer the Plan. The Committee shall be constituted
         to permit the Plan to comply with Rule 16b-3.

                  "Common Stock" means the Common Stock, par value $0.01 per
         share, of the Company.

                  "Director" means an individual serving as a member of the
         Board who is not an employee of the Company or any Subsidiary of the
         Company.

                  "Director Option" means a nonqualified stock option granted to
         a Director under the terms of this Plan.

                  "Employee Award" means the grant of any form of Employee Stock
         Option, stock appreciation right, stock award or cash award, whether
         granted singly, in combination or in tandem, to an employee of the
         Company or any Subsidiary pursuant to any applicable terms, conditions
         and limitations as the Committee may establish in order to fulfill the
         objectives of the Plan.

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                  "Employee Stock Option" means an incentive stock option or a
         nonqualified stock option granted to an employee of the Company or any
         of its Subsidiaries under this Plan by the Committee.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended from time to time.

                  "Fair Market Value" means, as of a particular date, (a) if the
         shares of Common Stock are listed on a national securities exchange,
         the mean between the highest and lowest sales price per share of Common
         Stock on the consolidated transaction reporting system for the
         principal such national securities exchange on that date, or, if there
         shall have been no such sale so reported on that date, on the last
         preceding date on which such a sale was so reported, (b) if the shares
         of Common Stock are not so listed but are quoted on the Nasdaq National
         Market, the mean between the highest and lowest sales price per share
         of Common Stock on the Nasdaq National Market on that date, or, if
         there shall have been no such sale so reported on that date, on the
         last preceding date on which such a sale was so reported or (c) if the
         Common Stock is not so listed or quoted, the mean between the closing
         bid and asked price on that date, or, if there are no quotations
         available for such date, on the last preceding date on which such
         quotations shall be available, as reported by the Nasdaq Stock Market,
         Inc., or, if not reported by the Nasdaq Stock Market, Inc., by the
         National Quotation Bureau, Inc.

                  "Independent Contractor" means any individual, partnership,
         limited liability company, corporation, joint stock company, trust,
         estate, joint venture, association or unincorporated organization or
         any other form of business organization who or which is engaged by the
         Company or any Subsidiary to render consulting, advisory or other
         independent contractor services, as defined by the Board.

                  "Independent Contractor Option" means a nonqualified stock
         option granted to an Independent Contractor under the terms of this
         Plan.

                  "Participant" means an employee of the Company or any of its
         Subsidiaries to whom an Employee Award has been made, a Director to
         whom a Director Option has been made or an Independent Contractor to
         whom an Independent Contractor Option has been made under the terms of
         the Plan.

                  "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange
         Act, or any successor rule.

                  "Subsidiary" means any corporation, partnership, limited
         liability company or other entity of which the Company directly or
         indirectly owns shares of stock or other ownership interests having
         ordinary voting power representing more than 50% of the voting power of
         such entity to vote on matters submitted to a vote of the stockholders,
         partners or members of such entity.

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         3.       Eligibility.

                  (a)      Employee Awards. All employees of the Company and its
         Subsidiaries are eligible for Employee Awards under this Plan. The
         Committee shall select the employees who shall become Participants in
         the Plan from time to time by the grant of Employee Awards under the
         Plan.

                  (b)      Director Options. Recipients of Director Options
         shall include all persons who, as of the time Director Options are
         awarded, are serving as Directors of the Company.

                  (c)      Independent Contractor Options. The Committee, in its
         discretion, shall determine which Independent Contractors are eligible
         to become Participants in the Plan from time to time by the grant of
         Independent Contractor Options under the Plan.

         4.       Common Stock Available Under the Plan. There shall be
available for Employee Awards, Director Options and Independent Contractor
Options, any of which may be granted wholly or partly in Common Stock (including
rights or options which may be exercised for or settled in Common Stock) during
the term of this Plan an aggregate of 14,562,865 shares of Common Stock, subject
to adjustment as provided in Paragraph 15, 439,500 of which shall be set aside
for issuance pursuant to Director Options and 78,125 of which shall be set aside
for stock awards, as described in subparagraph 6(iii) hereof. The Board and the
appropriate officers of the Company shall from time to time take whatever
actions are necessary to file required documents with governmental authorities
and stock exchanges and transaction reporting systems to make shares of Common
Stock available for issuance pursuant to Employee Awards, Director Options and
Independent Contractor Options. Common Stock related to Employee Awards,
Director Options or Independent Contractor Options that are forfeited or
terminated, expire unexercised, are settled in cash in lieu of Common Stock or
in a manner such that all or some of the shares covered by an Employee Award, a
Director Option or an Independent Contractor Option are not issued to a
Participant, or are exchanged for Employee Awards that do not involve Common
Stock, shall immediately become available for Employee Awards, Director Options
and Independent Contractor Options hereunder. The Committee may from time to
time adopt and observe such procedures concerning the counting of shares against
the Plan maximum as it may deem appropriate under Rule 16b-3.

         5.       Administration. This Plan shall be administered by the
Committee, which shall have full and exclusive power to interpret this Plan and
to adopt such rules, regulations and guidelines for carrying out this Plan as it
may deem necessary or proper, all of which powers shall be exercised in the best
interests of the Company and in keeping with the objectives of this Plan. The
Committee may, in its discretion, provide for the extension of the
exercisability of an Employee Award, a Director Option or an Independent
Contractor Option, accelerate the vesting or exercisability of an Employee
Award, a Director Option or an Independent Contractor Option, eliminate or make
less restrictive any restrictions contained in an Employee Award, a Director
Option or an Independent Contractor Option, waive any restriction or other
provision of an Employee Award, a Director Option or an Independent Contractor
Option or otherwise amend or modify an Employee Award, a Director Option or an
Independent Contractor Option in any manner that is either (a) not adverse to
the Participant holding such Employee Award, Director Option or Independent
Contractor Option or

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(b) consented to by such Participant. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in this Plan or in any
Employee Award, Director Option or Independent Contractor Option in the manner
and to the extent the Committee deems necessary or desirable to carry it into
effect. Any decision of the Committee in the interpretation and administration
of this Plan shall lie within its sole and absolute discretion and shall be
final, conclusive and binding on all parties concerned. No member of the
Committee or officer of the Company to whom it has delegated authority in
accordance with the provisions of this Plan shall be liable for anything done or
omitted to be done by him or her, by any member of the Committee or by any
officer of the Company in connection with the performance of any duties under
this Plan, except for his or her own willful misconduct or as expressly provided
by statute. The Committee may delegate to the Chief Executive Officer of the
Company and to other senior officers of the Company its duties under this Plan
pursuant to such conditions or limitations as the Committee may establish,
except that the Committee may not delegate to any person the authority to grant
Employee Awards, Director Options or Independent Contractor Options to, or take
other action with respect to, Participants who are subject to Section 16 of the
Exchange Act.

         6.       Employee Awards. The Committee shall determine the type or
types of awards to be made to each Participant under this Plan. Each Employee
Award made hereunder shall be embodied in an Agreement, which shall contain such
terms, conditions and limitations as shall be determined by the Committee in its
sole discretion and shall be signed by the Participant and by the Chief
Executive Officer, the Chief Operating Officer or any Vice President of the
Company for and on behalf of the Company. Employee Awards may consist of those
listed in this Paragraph 6 and may be granted singly, in combination or in
tandem. Employee Awards may also be made in combination or in tandem with, in
replacement of, or as alternatives to grants or rights (a) under this Plan or
any other employee plan of the Company or any of its Subsidiaries, including the
plan of any acquired entity, or (b) made to any Company or Subsidiary employee
by the Company or any Subsidiary. An Employee Award may provide for the granting
or issuance of additional, replacement or alternative Employee Awards upon the
occurrence of specified events, including the exercise of the original Employee
Award. Notwithstanding anything herein to the contrary, no Participant may be
granted Employee Awards consisting of stock options or stock appreciation rights
exercisable for more than 20% of the shares of Common Stock originally
authorized for Employee Awards under this Plan, subject to adjustment as
provided in Paragraph 15. In the event of an increase in the number of shares
authorized under the Plan, the 20% limitation will apply to the number of shares
authorized.

                           (i)      Employee Stock Option. An Employee Award may
                  consist of a right to purchase a specified number of shares of
                  Common Stock at a price specified by the Committee in the
                  Agreement or otherwise. An Employee Stock Option may be in the
                  form of an incentive stock option ("ISO") which, in addition
                  to being subject to applicable terms, conditions and
                  limitations established by the Committee, complies with
                  Section 422 of the Code. Notwithstanding the foregoing, no ISO
                  can be granted under the Plan more than ten years following
                  the Effective Date of the Plan.

                           (ii)     Stock Appreciation Right. An Employee Award
                  may consist of a right to receive a payment, in cash or Common
                  Stock, equal to the excess of the Fair Market Value or other
                  specified valuation of a specified number of shares of

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                  Common Stock on the date the stock appreciation right ("SAR")
                  is exercised over a specified strike price as set forth in the
                  applicable Agreement.

                           (iii)    Stock Award. An Employee Award may consist
                  of Common Stock or may be denominated in units of Common
                  Stock. All or part of any stock Employee Award may be subject
                  to conditions established by the Committee and set forth in
                  the Agreement, which conditions may include, but are not
                  limited to, continuous service with the Company and its
                  Subsidiaries, achievement of specific business objectives,
                  increases in specified indices, attaining specified growth
                  rates and other comparable measurements of performance. Such
                  Employee Awards may be based on Fair Market Value or other
                  specified valuations. The certificates evidencing shares of
                  Common Stock issued in connection with a stock Employee Award
                  shall contain appropriate legends and restrictions describing
                  the terms and conditions of the restrictions applicable
                  thereto.

                           (iv)     Cash Award. An Employee Award may be
                  denominated in cash with the amount of the eventual payment
                  subject to future service and such other restrictions and
                  conditions as may be established by the Committee and set
                  forth in the Agreement, including, but not limited to,
                  continuous service with the Company and its Subsidiaries,
                  achievement of specific business objectives, increases in
                  specified indices, attaining specified growth rates and other
                  comparable measurements of performance.

         7.       Director Stock Options. Director Options shall be granted to
each eligible Director as of the date of consummation of the initial public
offering of the Common Stock providing for the purchase of 9,000 shares of
Common Stock. Commencing on January 1, 1996 and continuing through January 2,
2001, automatic annual awards of Director Options shall be made to each eligible
Director on the first business day of the Company's fiscal year, providing for
the purchase of 3,000 shares of Common Stock. Commencing on January 2, 2002,
automatic annual awards of Director Options shall be made to each eligible
Director on the first business day of the Company's fiscal year, providing for
the purchase of 5,000 shares of Common Stock. Notwithstanding the foregoing,
such Director Options shall provide for the purchase of 9,000 shares of Common
Stock if the recipient of such Director Option had not previously received a
grant of a Director Option pursuant to this Plan. The purchase price of each
share of Common Stock placed under a Director Option shall be equal to the Fair
Market Value of such shares on the date the Director Option is granted;
provided, that the purchase price of each share of Common Stock placed under a
Director Option on the date of consummation of the initial public offering of
the Common Stock shall be equal to the initial public offering price of the
Common Stock. Director Options shall terminate and be of no force or effect with
respect to any shares not previously purchased by the Director Optionee upon the
expiration of ten years from the date of granting of each Director Option,
notwithstanding any earlier termination of the Director Optionee's status as a
Director of the Company. All Director Options shall be exercisable immediately
on the date of grant. Notwithstanding the foregoing, no grant of Director
Options shall be made unless the number of shares available under the Plan is
sufficient to make all automatic grants of Director Options on the grant date.
All Director Options shall be evidenced by a written Agreement conforming with
the terms of this Plan.

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         8. Independent Contractor Options. Independent Contractor Options shall
be granted to each eligible Independent Contractor (as selected by the Board or
the Committee) pursuant to the terms of an Agreement. Independent Contractor
Options granted under this Plan will contain such terms and conditions with
respect to the death or disability of the Independent Contractor or termination
of the Independent Contractor's relationship with the Company or a Subsidiary as
the Committee or Board deems necessary and/or appropriate.

         9.       Payment of Employee Awards.

                  (a)      General. Payment of Employee Awards may be made in
         the form of cash or Common Stock or combinations thereof and may
         include such restrictions as the Committee shall determine including,
         in the case of Common Stock, restrictions on transfer and forfeiture
         provisions. As used herein, "Restricted Stock" means Common Stock that
         is restricted or subject to forfeiture provisions.

                  (b)      Deferral. The Committee may, in its discretion, (i)
         permit selected Participants to elect to defer payments of some or all
         types of Employee Awards in accordance with procedures established by
         the Committee or (ii) provide for the deferral of an Employee Award in
         an Agreement or otherwise. Any such deferral may be in the form of
         installment payments or a future lump sum payment. Any deferred
         payment, whether elected by the Participant or specified by the
         Agreement or by the Committee, may be forfeited if and to the extent
         that the Agreement so provides.

                  (c)      Dividends and Interest. Dividends or dividend
         equivalent rights may be extended to and made part of any Employee
         Award denominated in Common Stock or units of Common Stock, subject to
         such terms, conditions and restrictions as the Committee may establish.
         The Committee may also establish rules and procedures for the crediting
         of interest on deferred cash payments and dividend equivalents for
         deferred payment denominated in Common Stock or units of Common Stock.

                  (d)      Substitution of Employee Awards. At the discretion of
         the Committee, a Participant may be offered an election to substitute
         an Employee Award for another Employee Award of the same or different
         type.

         10.      Stock Option Exercise. The price at which shares of Common
Stock may be purchased under a stock option (whether pursuant to an Employee
Award, a Director Option or an Independent Contractor Option) shall be paid in
full at the time of exercise in cash or, if permitted by the Committee, by means
of tendering Common Stock or surrendering all or part of that or any other
Employee Award, including Restricted Stock, valued at Fair Market Value on the
date of exercise, or any combination thereof. The Committee shall determine
acceptable methods for tendering Common Stock or Employee Awards to exercise a
stock option as it deems appropriate. If permitted by the Committee, payment may
be made by successive exercises by the Participant. The Committee may provide
for procedures to permit the exercise or purchase of Employee Awards, Director
Options or Independent Contractor Options by (a) loans from the Company or (b)
use of the proceeds

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to be received from the sale of Common Stock issuable pursuant to an Employee
Award, a Director Option or an Independent Contractor Option. Unless otherwise
provided in the applicable Agreement, in the event shares of Restricted Stock
are tendered as consideration for the exercise of a stock option, a number of
the shares issued upon the exercise of the stock option, equal to the number of
shares of Restricted Stock used as consideration therefor, shall be subject to
the same restrictions as the Restricted Stock so submitted as well as any
additional restrictions that may be imposed by the Committee.

         11.      Tax Withholding. The Company shall have the right to deduct
applicable taxes from any Employee Award, Director Option or Independent
Contractor Option payment and withhold, as applicable, at the time of delivery
or vesting of cash or shares of Common Stock under this Plan, an appropriate
amount of cash or number of shares of Common Stock or a combination thereof for
payment of taxes required by law or to take such other action as may be
necessary in the opinion of the Company to satisfy all obligations for
withholding of such taxes. The Committee may also permit withholding to be
satisfied by the transfer to the Company of shares of Common Stock theretofore
owned by the holder of the Employee Award, Director Option or Independent
Contractor Option with respect to which withholding is required. If shares of
Common Stock are used to satisfy tax withholding, such shares shall be valued
based on the Fair Market Value when the tax withholding is required to be made.

         12.      Amendment, Modification, Suspension or Termination. The Board
may amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted
by law except that (a) no amendment or alteration that would impair the rights
of any Participant under any Employee Award, Director Option or Independent
Contractor Option previously granted to such Participant shall be made without
such Participant's consent, and (b) no amendment or alteration shall be
effective prior to approval by the Company's stockholders to the extent such
approval is then required pursuant to Rule 16b-3 in order to preserve the
applicability of any exemption provided by such rule to any Employee Award,
Director Option or Independent Contractor Option then outstanding (unless the
Participant consents) or to the extent stockholder approval is otherwise
required by applicable legal requirements.

         13.      Termination of Employment or Provision of Service. Upon the
termination of employment or provision of service by a Participant, any
unexercised, deferred or unpaid Employee Awards, Director Options or Independent
Contractor Options shall be treated as provided in the specific Agreement
evidencing the Employee Award, Director Option or Independent Contractor Option.
In the event of such a termination, the Committee may, in its discretion,
provide for the extension of the exercisability of an Employee Award, a Director
Option or an Independent Contractor Option, accelerate the vesting or
exercisability of an Employee Award, a Director Option or an Independent
Contractor Option, eliminate or make less restrictive any restrictions contained
in an Employee Award, a Director Option or an Independent Contractor Option,
waive any restriction or other provision of this Plan or an Employee Award, a
Director Option or an Independent Contractor Option or otherwise amend or modify
the Employee Award, Director Option or Independent Contractor Option in any
manner that is either (a) not adverse to such Participant or (b) consented to by
such Participant.

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         14.      Assignability. Unless otherwise determined by the Committee
and provided in the Agreement, no Employee Award, Director Option, Independent
Contractor Option or any other benefit under this Plan constituting a derivative
security within the meaning of Rule 16a-l(c) under the Exchange Act shall be
assignable or otherwise transferable except by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder. The Committee may prescribe and include in
applicable Agreements other restrictions on transfer. Any attempted assignment
of an Employee Award, a Director Option, an Independent Contractor Option or any
other benefit under this Plan in violation of this Paragraph 14 shall be null
and void.

         15.      Adjustments.

                  (a)      The existence of outstanding Employee Awards,
         Director Options or Independent Contractor Options shall not affect in
         any manner the right or power of the Company or its stockholders to
         make or authorize any or all adjustments, recapitalizations,
         reorganizations or other changes in the capital stock of the Company or
         its business or any merger or consolidation of the Company, or any
         issue of bonds, debentures, preferred or prior preference stock
         (whether or not such issue is prior to, on a parity with or junior to
         the Common Stock) or the dissolution or liquidation of the Company, or
         any sale or transfer of all or any part of its assets or business, or
         any other corporate act or proceeding of any kind, whether or not of a
         character similar to that of the acts or proceedings enumerated above.

                  (b)      In the event of any subdivision or consolidation of
         outstanding shares of Common Stock or declaration of a dividend payable
         in shares of Common Stock or capital reorganization or reclassification
         or other transaction involving an increase or reduction in the number
         of outstanding shares of Common Stock, the Committee may adjust
         proportionally (i) the number of shares of Common Stock reserved under
         this Plan and covered by outstanding Employee Awards, Director Options
         and Independent Contractor Options denominated in Common Stock or units
         of Common Stock; (ii) the exercise or other price in respect of such
         Employee Awards, Director Options and Independent Contractor Options;
         and (iii) the appropriate Fair Market Value and other price
         determinations for such Employee Awards, Director Options and
         Independent Contractor Options. In the event of any consolidation or
         merger of the Company with another corporation or entity or the
         adoption by the Company of a plan of exchange affecting the Common
         Stock or any distribution to holders of Common Stock of securities or
         property (other than normal cash dividends or dividends payable in
         Common Stock), the Committee shall make such adjustments or other
         provisions as it may deem equitable, including adjustments to avoid
         fractional shares, to give proper effect to such event. In the event of
         a corporate merger, consolidation, acquisition of property or stock,
         separation, reorganization or liquidation, the Committee shall be
         authorized to issue or assume stock options, regardless of whether in a
         transaction to which Section 424(a) of the Code applies, by means of
         substitution of new options for previously issued options or an
         assumption of previously issued options, or to make provision for the
         acceleration of the exercisability of, or lapse of restrictions with
         respect to, Employee Awards, Director Options or Independent Contractor
         Options and the termination of unexercised options in connection with
         such transaction.

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         16.      Restrictions. No Common Stock or other form of payment shall
be issued with respect to any Employee Award, Director Option or Independent
Contractor Option unless the Company shall be satisfied based on the advice of
its counsel that such issuance will be in compliance with applicable federal and
state securities laws. It is the intent of the Company that this Plan comply
with Rule 16b-3 with respect to persons subject to Section 16 of the Exchange
Act unless otherwise provided herein or in an Agreement, that any ambiguities or
inconsistencies in the construction of this Plan be interpreted to give effect
to such intention and that, if any provision of this Plan is found not to be in
compliance with Rule 16b-3, such provision shall be null and void to the extent
required to permit this Plan to comply with Rule 16b-3. Certificates evidencing
shares of Common Stock delivered under this Plan may be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under
the rules, regulations and other requirements of the Securities and Exchange
Commission, any securities exchange or transaction reporting system upon which
the Common Stock is then listed and any applicable federal and state securities
law. The Committee may cause a legend or legends to be placed upon any such
certificates to make appropriate reference to such restrictions.

         17.      Unfunded Plan. Insofar as it provides for Employee Awards of
cash, and Employee Awards, Director Options and Independent Contractor Options
covering Common Stock or rights thereto, this Plan shall be unfunded. Although
bookkeeping accounts may be established with respect to Participants who are
entitled to cash, Common Stock or rights thereto under this Plan, any such
accounts shall be used merely as a bookkeeping convenience. The Company shall
not be required to segregate any assets that may at any time be represented by
cash, Common Stock or rights thereto, nor shall this Plan be construed as
providing for such segregation, nor shall the Company, the Board or the
Committee be deemed to be a trustee of any cash, Common Stock or rights thereto
to be granted under this Plan. Any liability or obligation of the Company to any
Participant with respect to a grant of cash, Common Stock or rights thereto
under this Plan shall be based solely upon any contractual obligations that may
be created by this Plan and any Agreement, and no such liability or obligation
of the Company shall be deemed to be secured by any pledge or other encumbrance
on any property of the Company. None of the Company, the Board or the Committee
shall be required to give any security or bond for the performance of any
obligation that may be created by this Plan.

         18.      Governing Law. This Plan and all determinations made and
actions taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Texas.

         19.      Effective Date of Plan.

                  (a)      This Plan was approved by the Board of Directors of
         the Company as of December 5, 1994, and by the unanimous written
         consent dated as of December 21, 1994, of the holders of all of the
         shares of Common Stock outstanding and entitled to vote thereon.

                                      -9-
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                  (b)      The Plan was amended effective May 20, 1996 for the
         purpose of increasing the number of shares reserved for issuance under
         the Plan from 1,500,000 (on a pre-split basis) to 2,000,000 (on a
         pre-split basis). The amendments to the Plan were approved by the Board
         of Directors of the Company as of March 18, 1996, and by the holders of
         a majority of the issued and outstanding shares of Common Stock of the
         Company as of May 20, 1996.

                  (c)      The Plan was again amended effective May 21, 1998 for
         the purpose of increasing the number of shares reserved for issuance
         under the Plan from 2,000,000 (on a pre-split basis) to 3,000,000 (on a
         pre-split basis). The amendment to the Plan was approved by the Board
         of Directors of the Company on March 16, 1998, and by the holders of a
         majority of the issued and outstanding shares of Common Stock of the
         Company on May 18, 1998. For purposes of ease of administration and
         clarity of reference, the Plan was amended and restated to incorporate
         the 1996 and the 1998 amendments.

                  (d)      The Plan was again amended on September 14, 1998 for
         the purpose of increasing the number of shares reserved for issuance
         under the Plan from 3,000,000 (on a pre-split basis) to 4,500,000 (on a
         pre-split basis). The amendment to the Plan was approved by the Board
         of Directors of the Company on September 14, 1998 and by the holders of
         a majority of the issued and outstanding shares of Common Stock of the
         Company on October 20, 1998. For purposes of ease of administration and
         clarity of reference, the Plan was amended and restated to incorporate
         all amendments.

                  (e)      The Plan was amended by the Board of Directors of the
         Company on January 28, 2000 for the purpose of adding independent
         contractors as participants under the Plan. On March 21, 2000, the Plan
         was amended by the Board of Directors of the Company to increase the
         number of shares reserved for issuance under the Plan from 4,500,000
         (on a pre-split basis) to 6,200,000 (on a pre-split basis). These
         amendments were approved by the holders of a majority of the issued and
         outstanding shares of Common Stock and Preferred Stock of the Company
         entitled to vote thereon on May 16, 2000. For purposes of ease of
         administration and clarity of reference, the Plan was amended and
         restated to incorporate all amendments.

                  (f)      The Plan was again amended by the Board of Directors
         of the Company on March 20, 2001 for purposes of increasing the number
         of shares reserved for issuance under the Plan from 6,200,000 (on a
         pre-split basis) to 7,900,000 (on a pre-split basis), reducing the
         number of shares reserved for issuance under the Plan for director
         options from 496,000 (on a pre-split basis) to 210,000 (on a pre-split
         basis) and reducing the number of shares reserved for issuance under
         the Plan for employee stock awards from 310,000 (on a pre-split basis)
         to 31,250 (on a pre-split basis). The amendment to the Plan was
         approved by the Board of Directors of the Company on March 20, 2001 and
         by the holders of a majority of the issued and outstanding shares of
         Common Stock of the Company on May 15, 2001. For purposes of ease of
         administration and clarity of reference, the Plan was amended and
         restated to incorporate all amendments.

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                  (g)      The Plan was again amended by the Compensation
         Committee of the Board of Directors of the Company on December 13, 2001
         for purposes of increasing the annual awards of Director Options for
         the purchase of 3,000 shares of Common Stock to annual awards of
         Director Options for the purchase of 5,000 shares of Common Stock. The
         amendment to the Plan was approved by the Compensation Committee of the
         Board of Directors of the Company on December 13, 2001. For purposes of
         ease of administration and clarity of reference, the Plan was amended
         and restated to incorporate all amendments.

                  (h)      The Plan was amended by the Board of Directors of the
         Company on September 18, 2002 for purposes of changing the definition
         of Subsidiary to include limited liability companies within the
         definition. For purposes of ease of administration and clarity of
         reference, the Plan was amended and restated to incorporate all
         amendments.

                  (i)      The Plan was again amended by the Board of Directors
         of the Company effective December 31, 2002 for purposes of changing the
         definition of Company in Section 1 of the Plan to "Rent-A-Center, Inc.,
         a Delaware holding company." The amendment to the Plan was approved by
         the Board of Directors of the Company on December 12, 2002. For
         purposes of ease of administration and clarity of reference, the Plan
         was amended and restated to incorporate all amendments.

                  (j)      The Plan was again amended by the Compensation
         Committee of the Board of Directors of the Company on August 29, 2003
         for purposes of reflecting the effects of the five (5) for two (2)
         split of the Company's Common Stock. The amendment to the Plan was
         approved by the Compensation Committee of the Board of Directors of the
         Company on July 25, 2003. For purposes of ease of administration and
         clarity of reference, the Plan was amended and restated to incorporate
         all amendments.

                                            RENT-A-CENTER, INC.

                                      -11-

</TEXT>
</DOCUMENT>
