<SUBMISSION>
<ACCESSION-NUMBER>0000950134-02-016211
<TYPE>S-8 POS
<PUBLIC-DOCUMENT-COUNT>11
<FILING-DATE>20021231
<EFFECTIVENESS-DATE>20021231
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>RENT A CENTER INC DE
<CIK>0000933036
<ASSIGNED-SIC>7359
<IRS-NUMBER>481024367
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8 POS
<ACT>33
<FILE-NUMBER>333-62582
<FILM-NUMBER>02873521
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>5700 TENNYSON PARKWAY
<STREET2>THIRD FLOOR
<CITY>PLANO
<STATE>TX
<ZIP>75024
<PHONE>2144192613
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>13800 MONTFORT DRIVE
<STREET2>SUITE 300
<CITY>DALLAS
<STATE>TX
<ZIP>75240
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>RENTERS CHOICE INC
<DATE-CHANGED>19941128
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-8 POS
<SEQUENCE>1
<FILENAME>d02217a1sv8pos.txt
<DESCRIPTION>POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
<TEXT>
<PAGE>
    As filed with the Securities and Exchange Commission on December 31, 2002

                                                      Registration No. 333-62582
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                         POST EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               RENT-A-CENTER, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           DELAWARE                                            45-0491516
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                               Identification No.)


                       5700 TENNYSON PARKWAY, THIRD FLOOR
                               PLANO, TEXAS 75024
               (Address of Principal Executive Offices) (Zip Code)


                              AMENDED AND RESTATED
                               RENT-A-CENTER, INC.
                            LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)


                                 ROBERT D. DAVIS
                       5700 TENNYSON PARKWAY, THIRD FLOOR
                               DALLAS, TEXAS 75024
                     (Name and Address of Agent For Service)

                                 (972) 801-1100
          (Telephone Number, Including Area Code, of Agent For Service)



================================================================================


<PAGE>


                                EXPLANATORY NOTE
                   POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

A.       CORPORATE REORGANIZATION.

         This Post-Effective Amendment No. 1 to Registration Statement on Form
S-8 (this "POST-EFFECTIVE AMENDMENT") is being filed pursuant to Rule 414 under
the Securities Act of 1933, as amended (the "SECURITIES ACT"), to reflect the
new holding company organizational structure of Rent-A-Center, Inc., a Delaware
corporation (the "REGISTRANT"), effected in accordance with Section 251(g) of
the Delaware General Corporation Law (the "DGCL"). The holding company
organizational structure was effected pursuant to an Agreement and Plan of
Merger (the "PLAN OF MERGER") among Rent-A-Center East, Inc. (formerly,
Rent-A-Center, Inc.), a Delaware corporation (the "PREDECESSOR"), the Registrant
(formerly, Rent-A-Center Holdings, Inc.) and RAC Merger Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Registrant (the "MERGER SUB").
The Plan of Merger provided for the merger of the Merger Sub with and into the
Predecessor, with the Predecessor continuing as the surviving corporation and
becoming a wholly-owned subsidiary of the Registrant (the "MERGER"). Prior to
the Merger, the Registrant was a direct, wholly-owned subsidiary of the
Predecessor, organized for the purpose of implementing the holding company
organizational structure. In connection with the Merger, the Predecessor's name
was changed to "Rent-A-Center East, Inc." and the Registrant's name was changed
to "Rent-A-Center, Inc."

         By operation of the Merger, all of the Predecessor's common stock, par
value $0.01 per share (the "PREDECESSOR COMMON STOCK"), issued and outstanding
or held in treasury, was converted, on a share for share basis, into common
stock, par value $0.01 per share, of the Registrant (the "REGISTRANT COMMON
STOCK") and each outstanding option to purchase shares of the Predecessor Common
Stock under the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive
Plan (the "PLAN") automatically converted into an option to purchase, upon the
same terms and conditions, an identical number of shares of the Registrant
Common Stock. In connection with the Merger, the Registrant adopted and assumed,
as its own, all of the rights, interests, obligations and liabilities of the
Predecessor under the Plan.

         In accordance with Rule 414, the Registrant, as the successor issuer to
the Predecessor, hereby expressly adopts this Registration Statement No.
333-62582 as its own for all purposes of the Securities Act and the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT").

         The applicable registration fees were paid at the time of the original
filing of the registration statement.

B.       RECENT DEVELOPMENTS.

         On December 18, 2002, we announced we entered into a definitive
agreement with Rent-Way, Inc. ("RENT-WAY"), an operator of rent-to-own stores,
and certain of Rent-Way's operating subsidiaries pursuant to which we will
acquire substantially all of the assets of 295 rent-to-own stores from Rent-Way
and its subsidiaries for an aggregate purchase price of $101.5 million in cash.




                                       2
<PAGE>


                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates by reference into this
Post-Effective Amendment the following documents filed by the Predecessor or the
Registrant, as the case may be, with the Commission:

         (a)      the Predecessor's Annual Report on Form 10-K for the year
                  ended December 31, 2001;

         (b)      the Predecessor's Quarterly Report on Form 10-Q for the
                  quarter ended March 31, 2002;

         (c)      the Predecessor's Quarterly Report on Form 10-Q for the
                  quarter ended June 30, 2002;

         (d)      the Predecessor's Quarterly Report on Form 10-Q for the
                  quarter ended September 30, 2002;

         (e)      those portions in Item 7 of, and the exhibits to, the
                  Predecessor's Current Reports on Form 8-K filed August 12,
                  2002 (but specifically excluding those portions merely
                  furnished to the Commission under Item 9);

         (f)      those portions in Item 7 of, and the exhibits to, the
                  Predecessor's Current Report on Form 8-K filed November 12,
                  2002 (but specifically excluding those portions merely
                  furnished to the Commission under Item 9);

         (g)      the Predecessor's Current Report on Form 8-K filed December
                  31, 2002;

         (h)      the Registrant's Current Report on Form 8-K filed December 31,
                  2002; and

         (i)      the description of the Predecessor Common Stock contained in
                  the Predecessor's Registration Statement on Form 8-A filed by
                  the Predecessor with the Commission pursuant to Section 12 of
                  the Exchange Act, including any amendments or reports filed
                  for the purpose of updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Post-Effective
Amendment and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Post-Effective Amendment and to be a part hereof from the date of filing of such
documents.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Delaware General Corporation Law

         Subsection (a) of Section 145 of the DGCL, empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in





                                       3
<PAGE>

settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

         Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

         Section 145 further provides that to the extent a present or former
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any such action, suit or proceeding referred to in
subsections (a) and (b) of Section 145 or in the defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith; that the indemnification provided for by Section 145 shall not be
deemed exclusive of any other rights which the indemnified party may be
entitled; that indemnification provided by Section 145 shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and that a corporation may
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him or her and incurred by
him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liabilities under Section 145.

Certificate of Incorporation

         The Registrant's certificate of incorporation provides that its
directors shall not be personally liable to the Registrant or to the
Registrant's stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability:

         o        for any breach of the director's duty of loyalty to the
                  Registrant or the Registrant's stockholders,

         o        for acts or occasions not in good faith or which involve
                  intentional misconduct or a knowing violation of law,

         o        in respect of certain unlawful dividend payments or stock
                  purchases or redemptions, or

         o        for any transaction from which the director derived an
                  improper personal benefit.

         If the DGCL is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of the Registrant's
directors, in addition to the limitation on personal liability provided in the
certificate of incorporation, will be limited to the fullest extent permitted by




                                       4
<PAGE>

the DGCL. Further, if such provision of the certificate of incorporation is
repealed or modified by the Registrant's stockholders, such repeal or
modification will be prospective only, and will not adversely affect any
limitation on the personal liability of directors arising from an act or
omission occurring prior to the time of such repeal or modification.

Bylaws

         The Registrant's bylaws provide that the Registrant shall indemnify and
hold harmless its directors threatened to be or made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact that such
person is or was a director of the Registrant, whether the basis of such a
proceeding is alleged action in such person's official capacity or in another
capacity while holding such office, to the fullest extent authorized by the DGCL
or any other applicable law, against all expense, liability and loss actually
and reasonably incurred or suffered by such person in connection with such
proceeding, so long as a majority of a quorum of disinterested directors, the
stockholders or legal counsel through a written opinion determines that such
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the Registrant's best interests, and in the case of a
criminal proceeding, such person had no reasonable cause to believe his or her
conduct was unlawful. Such indemnification shall continue as to a person who has
ceased to serve in the capacity which initially entitled such person to
indemnity thereunder and shall inure to the benefit of his or her heirs,
executors and administrators. The bylaws also contain certain provisions
designed to facilitate receipt of such benefits by any such persons, including
the prepayment of any such benefit.

Insurance

         The Registrant has obtained a directors' and officers' liability
insurance policy insuring the directors and officers of the Registrant against
certain losses resulting from wrongful acts committed by them as directors and
officers of the Registrant, including liabilities arising under the Securities
Act.



                                       5
<PAGE>


ITEM 8.  EXHIBITS.

      EXHIBIT NO.         DESCRIPTION OF EXHIBIT

          4.1(1)  Form of Certificate evidencing Common Stock.

          5.1*    Opinion of Winstead Sechrest & Minick P.C. regarding the
                  validity of the securities being registered.

         23.1*    Consent of Grant Thornton LLP.

         23.2*    Consent of Winstead Sechrest & Minick P.C. (included as part
                  of Exhibit 5.1).

         24.1*    Power of Attorney of Mark E. Speese.

         24.2*    Power of Attorney of Laurence M. Berg.

         24.3*    Power of Attorney of Mary Elizabeth Burton.

         24.4*    Power of Attorney of Peter P. Copses.

         24.5*    Power of Attorney of Mitchell E. Fadel.

         24.6*    Power of Attorney of Andrew S. Jhawar.

         24.7*    Power of Attorney of J.V. Lentell.

         99.1*    Amended and Restated Rent-A-Center, Inc. Long-Term Incentive
                  Plan.


----------
*        Filed Herewith.

(1)      Incorporated herein by reference to Exhibit 4.1 to the Predecessor's
         Registration Statement on Form S-4 filed on January 19, 1999.


ITEM 9. UNDERTAKINGS.

         (a)      The Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement:

                           (i)      to include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     to reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in this registration
                                    statement;




                                       6
<PAGE>

                           (iii)    to include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in this registration
                                    statement or any material change to such
                                    information in this registration statement;

                           provided, however, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed
                           with or furnished to the Commission by the Registrant
                           pursuant to Section 13 or Section 15(d) of the
                           Exchange Act that are incorporated by reference in
                           this registration statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The Registrant hereby undertakes that, for purposes of
                  determining any liability under the Securities Act, each
                  filing of the Registrant's annual report pursuant to Section
                  13(a) or Section 15(d) of the Exchange Act that is
                  incorporated by reference in this registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered herein, and the offering of such securities
                  at that time shall be deemed to be the initial bona fide
                  offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Commission such
                  indemnification is against public policy as expressed in the
                  Securities Act and is, therefore, unenforceable. In the event
                  that a claim for indemnification against such liabilities
                  (other than the payment by the Registrant of expenses incurred
                  or paid by a director, officer or controlling person of the
                  Registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer or
                  controlling person in connection with the securities being
                  registered, the Registrant will, unless in the opinion of its
                  counsel the matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction the question
                  whether such indemnification by it is against public policy as
                  expressed in the Securities Act and will be governed by the
                  final adjudication of such issue.



                                       7
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Plano, State of Texas, on December 31, 2002.

                                 RENT-A-CENTER, INC.


                                 By:  /s/ Mark E. Speese
                                      ---------------------------------------
                                       Mark E. Speese
                                       Chairman of the Board and Chief
                                       Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been
signed by the following persons in the capacities and on the dates indicated.

<Table>
<Caption>
                  Signature                                           Title                                  Date
                  ---------                                           -----                                  ----
<S>                                             <C>                                                    <C>
/s/ Mark E. Speese                              Chairman of the Board and Chief Executive Officer      December 31, 2002
-----------------------------------                       (Principal Executive Officer)
Mark E. Speese

/s/ Robert D. Davis                                  Senior Vice President of Finance, Chief
-----------------------------------                Financial Officer and Treasurer (Principal          December 31, 2002
Robert D. Davis                                         Financial and Accounting Officer)

*                                                                   Director                           December 31, 2002
-----------------------------------
Laurence M. Berg

*                                                                   Director                           December 31, 2002
-----------------------------------
Mary Elizabeth Burton

*                                                                   Director                           December 31, 2002
-----------------------------------
Peter P. Copses

*                                                                   Director                           December 31, 2002
-----------------------------------
Mitchell E. Fadel

*                                                                   Director                           December 31, 2002
-----------------------------------
Andrew S. Jhawar

*                                                                   Director                           December 31, 2002
-----------------------------------
J.V. Lentell

*/s/ Mark E. Speese
-----------------------------------
  Mark E. Speese, Attorney-in-Fact
</Table>


                                       8
<PAGE>


                                  EXHIBIT INDEX

<Table>
<Caption>
         EXHIBIT
         NUMBER                 DESCRIPTION OF EXHIBIT
         -------                ----------------------

<S>               <C>
          4.1(1)  Form of Certificate evidencing Common Stock.

          5.1*    Opinion of Winstead Sechrest & Minick P.C. regarding the
                  validity of the securities being registered.

         23.1*    Consent of Grant Thornton LLP.

         23.2*    Consent of Winstead Sechrest & Minick P.C. (included as part
                  of Exhibit 5.1).

         24.1*    Power of Attorney of Mark E. Speese.

         24.2*    Power of Attorney of Laurence M. Berg.

         24.3*    Power of Attorney of Mary Elizabeth Burton.

         24.4*    Power of Attorney of Peter P. Copses.

         24.5*    Power of Attorney of Mitchell E. Fadel.

         24.6*    Power of Attorney of Andrew S. Jhawar.

         24.7*    Power of Attorney of J.V. Lentell.

         99.1*    Amended and Restated Rent-A-Center, Inc. Long-Term Incentive
                  Plan.
</Table>

----------

*        Filed Herewith.

(1)      Incorporated herein by reference to Exhibit 4.1 to the Predecessor's
         Registration Statement on Form S-4 filed on January 19, 1999.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>d02217a1exv5w1.txt
<DESCRIPTION>OPINION/CONSENT OF WINSTEAD SECHREST & MINICK P.C.
<TEXT>
<PAGE>


                                                                     EXHIBIT 5.1

                  [Winstead Sechrest & Minick P.C. Letterhead]



December 31, 2002


Rent-A-Center, Inc.
5700 Tennyson Parkway
Third Floor
Plano, Texas 75024

         Re:      Rent-A-Center, Inc. - Post Effective Amendment No. 1 to
                  Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as counsel for Rent-A-Center, Inc., (formerly
Rent-A-Center Holdings, Inc.) a Delaware corporation (the "COMPANY"), in
connection with the Post-Effective Amendment No. 1 to the Registration Statement
on Form S-8 (Registration No. 333-62582) (the "REGISTRATION STATEMENT") filed by
the Company with the Securities and Exchange Commission (the "COMMISSION") under
the Securities Act of 1933, as amended (the "SECURITIES ACT"), with respect to
the Company's adoption, as the successor issuer to Rent-A-Center East, Inc.
(formerly, Rent-A-Center, Inc.), a Delaware corporation, of Registration
Statement No. 333-62582 pursuant to Rule 414 of the Securities Act. The
Registration Statement covers shares (the "SHARES") of the Company's common
stock, par value $0.01 per share ("COMMON STOCK"), which may be issued pursuant
to the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan (the
"PLAN").

         In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for the
purposes of our opinion, including: (i) the Company's Certificate of
Incorporation, as amended, (ii) the Company's Amended and Restated Bylaws and
(iii) the applicable minutes of meetings or consents in lieu of meetings of the
Company's board of directors (the "BOARD") and stockholders.

         For the purposes of expressing the opinion hereinafter set forth, we
have assumed: (i) the genuineness of all signatures and documents; (ii) the
authenticity of all documents submitted to us as originals; (iii) the conformity
to the originals of all documents submitted to us as copies; (iv) the
correctness and accuracy of all facts set forth in the documents referred to in
this Opinion Letter; (v) the due authorization, execution, and delivery of and
the validity and binding effect of all documents; and (vi) compliance both in
the past and in the future with the terms of the Plan by the Company and its
employees, officers, the Board and any committees appointed to administer the
Plan.


<PAGE>


         Based on the foregoing and subject to the qualifications set forth
herein, we are of the opinion that upon the issuance of Shares in accordance
with the terms and conditions of the Plan, including receipt prior to issuance
by the Company of the full consideration for the Shares (which consideration
shall be at least equal to the par value thereof), the Shares will be validly
issued, fully paid and nonassessable shares of Common Stock.

         Our opinions herein are limited in all respects to the General
Corporation Law of the State of Delaware, which includes those statutory
provisions as well as all applicable provisions of the Delaware Constitution and
the reported judicial decisions interpreting such laws, and the federal laws of
the United States of America, and we do not express any opinion as to the
applicability of or the effect thereon of the laws of any other jurisdiction. We
express no opinion as to any matter other than as set forth herein, and no
opinion may be inferred or implied herefrom.

         This firm consents to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.



                                        Very truly yours,

                                        /s/ Winstead Sechrest & Minick P.C.

                                        Winstead Sechrest & Minick P.C.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>d02217a1exv23w1.txt
<DESCRIPTION>CONSENT OF GRANT THORNTON LLP
<TEXT>
<PAGE>


                                                                    EXHIBIT 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated February 11, 2002, accompanying the consolidated
financial statements and included in the Annual Report of Rent-A-Center, Inc.
and Subsidiaries on Form 10-K for the year ended December 31, 2001. We hereby
consent to the incorporation by reference of said report in the Registration
Statement of Rent-A-Center, Inc. and Subsidiaries on post effective Amendment
No. 1 to Form S-8 (333-62582).



/s/ Grant Thornton LLP

Dallas, Texas
December 31, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>5
<FILENAME>d02217a1exv24w1.txt
<DESCRIPTION>POWER OF ATTORNEY OF MARK E. SPEESE
<TEXT>
<PAGE>


                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Rent-A-Center, Inc., a Delaware corporation (the "COMPANY"), hereby constitutes
and appoints Mark E. Speese and Robert D. Davis, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the registration statements listed
below, and to file the same, with all exhibits and supplements thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

         (a)      Registration Statement on Form S-8 (Registration No.
                  333-62582)

         (b)      Registration Statement on Form S-8 (Registration No.
                  333-32296)

         (c)      Registration Statement on Form S-3 (Registration No.
                  333-77985)


         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as of the 12th day of December, 2002.




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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.2
<SEQUENCE>6
<FILENAME>d02217a1exv24w2.txt
<DESCRIPTION>POWER OF ATTORNEY OF LAURENCE M. BERG
<TEXT>
<PAGE>

                                                                    EXHIBIT 24.2

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Rent-A-Center, Inc., a Delaware corporation (the "COMPANY"), hereby constitutes
and appoints Mark E. Speese and Robert D. Davis, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the registration statements listed
below, and to file the same, with all exhibits and supplements thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

         (a)      Registration Statement on Form S-8 (Registration No.
                  333-62582)

         (b)      Registration Statement on Form S-8 (Registration No.
                  333-32296)

         (c)      Registration Statement on Form S-3 (Registration No.
                  333-77985)


         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as of the 12th day of December, 2002.




                                /s/ Laurence M. Berg
                                ---------------------------------------------
                                Laurence M. Berg



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.3
<SEQUENCE>7
<FILENAME>d02217a1exv24w3.txt
<DESCRIPTION>POWER OF ATTORNEY OF MARY ELIZABETH BURTON
<TEXT>
<PAGE>


                                                                    EXHIBIT 24.3

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Rent-A-Center, Inc., a Delaware corporation (the "COMPANY"), hereby constitutes
and appoints Mark E. Speese and Robert D. Davis, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the registration statements listed
below, and to file the same, with all exhibits and supplements thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

         (a)      Registration Statement on Form S-8 (Registration No.
                  333-62582)

         (b)      Registration Statement on Form S-8 (Registration No.
                  333-32296)

         (c)      Registration Statement on Form S-3 (Registration No.
                  333-77985)


         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as of the 12th day of December, 2002.




                          /s/ Mary Elizabeth Burton
                          ------------------------------------------------
                          Mary Elizabeth Burton


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.4
<SEQUENCE>8
<FILENAME>d02217a1exv24w4.txt
<DESCRIPTION>POWER OF ATTORNEY OF PETER P. COPSES
<TEXT>
<PAGE>


                                                                    EXHIBIT 24.4

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Rent-A-Center, Inc., a Delaware corporation (the "COMPANY"), hereby constitutes
and appoints Mark E. Speese and Robert D. Davis, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the registration statements listed
below, and to file the same, with all exhibits and supplements thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

         (a)      Registration Statement on Form S-8 (Registration No.
                  333-62582)

         (b)      Registration Statement on Form S-8 (Registration No.
                  333-32296)

         (c)      Registration Statement on Form S-3 (Registration No.
                  333-77985)


         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as of the 12th day of December, 2002.




                             /s/ Peter P. Copses
                             --------------------------------------------
                             Peter P. Copses


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.5
<SEQUENCE>9
<FILENAME>d02217a1exv24w5.txt
<DESCRIPTION>POWER OF ATTORNEY OF MITCHELL E. FADEL
<TEXT>
<PAGE>


                                                                    EXHIBIT 24.5

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Rent-A-Center, Inc., a Delaware corporation (the "COMPANY"), hereby constitutes
and appoints Mark E. Speese and Robert D. Davis, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the registration statements listed
below, and to file the same, with all exhibits and supplements thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

         (a)      Registration Statement on Form S-8 (Registration No.
                  333-62582)

         (b)      Registration Statement on Form S-8 (Registration No.
                  333-32296)

         (c)      Registration Statement on Form S-3 (Registration No.
                  333-77985)


         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as of the 12th day of December, 2002.




                             /s/ Mitchell E. Fadel
                             ----------------------------------------------
                             Mitchell E. Fadel



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.6
<SEQUENCE>10
<FILENAME>d02217a1exv24w6.txt
<DESCRIPTION>POWER OF ATTORNEY OF ANDREW S. JHAWAR
<TEXT>
<PAGE>



                                                                    EXHIBIT 24.6

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Rent-A-Center, Inc., a Delaware corporation (the "COMPANY"), hereby constitutes
and appoints Mark E. Speese and Robert D. Davis, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the registration statements listed
below, and to file the same, with all exhibits and supplements thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

         (a)      Registration Statement on Form S-8 (Registration No.
                  333-62582)

         (b)      Registration Statement on Form S-8 (Registration No.
                  333-32296)

         (c)      Registration Statement on Form S-3 (Registration No.
                  333-77985)


         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as of the 12th day of December, 2002.




                             /s/ Andrew S. Jhawar
                             -----------------------------------------------
                             Andrew S. Jhawar



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.7
<SEQUENCE>11
<FILENAME>d02217a1exv24w7.txt
<DESCRIPTION>POWER OF ATTORNEY OF J.V. LENTELL
<TEXT>
<PAGE>


                                                                    EXHIBIT 24.7

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Rent-A-Center, Inc., a Delaware corporation (the "COMPANY"), hereby constitutes
and appoints Mark E. Speese and Robert D. Davis, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and on his or her behalf and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the registration statements listed
below, and to file the same, with all exhibits and supplements thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

         (a)      Registration Statement on Form S-8 (Registration No.
                  333-62582)

         (b)      Registration Statement on Form S-8 (Registration No.
                  333-32296)

         (c)      Registration Statement on Form S-3 (Registration No.
                  333-77985)


         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as of the 12th day of December, 2002.




                                  /s/ J.V. Lentell
                                  -------------------------------------------
                                  J.V. Lentell





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>12
<FILENAME>d02217a1exv99w1.txt
<DESCRIPTION>AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1


                              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.


<PAGE>


                  "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


                                      -2-
<PAGE>


         such entity to vote on matters submitted to a vote of the stockholders,
         partners or members of such entity.

         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 7,900,000 shares of Common Stock, subject to
adjustment as provided in Paragraph 15, 210,000 of which shall be set aside for
issuance pursuant to Director Options and 31,250 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


                                      -3-
<PAGE>


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 (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


                                      -4-
<PAGE>
                  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 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,


                                      -5-
<PAGE>


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.

         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.


                                      -6-
<PAGE>


                  (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 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,


                                      -7-
<PAGE>


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.

         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-1(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


                                      -8-
<PAGE>


         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.

         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


                                      -9-
<PAGE>


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.

                  (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 to 2,000,000. 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 to 3,000,000. 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 to 4,500,000. 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.


                                      -10-
<PAGE>


                  (e) The Plan was amended by the Board of Directors in January
         2000 for the purpose of adding independent contractors as participants
         under the Plan. In March 2000, the Plan was amended by the Board of
         Directors to increase the number of shares reserved for issuance under
         the Plan from 4,500,000 to 6,200,000. 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 on
         March 20, 2001 for purposes of increasing the number of shares reserved
         for issuance under the Plan from 6,200,000 to 7,900,000, reducing the
         number of shares reserved for issuance under the Plan for director
         options from 496,000 to 210,000 and reducing the number of shares
         reserved for issuance under the Plan for employee stock awards from
         310,000 to 31,250. 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.

                  (g) The Plan was again amended by the Board of Directors 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 Board of
         Directors 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 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
         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 on December 12, 2002. 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>
</SUBMISSION>
