<SUBMISSION>
<ACCESSION-NUMBER>0000950134-02-016209
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20021231
<ITEMS>5
<ITEMS>7
<FILING-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>
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<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-25370
<FILM-NUMBER>02873461
</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>8-K
<SEQUENCE>1
<FILENAME>d02216e8vk.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                Date of Report (Date of earliest event reported):

                                DECEMBER 31, 2002

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

                            RENT-A-CENTER EAST, INC.
               (Exact name of registrant as specified in charter)


          DELAWARE                  0-25370                48-1024367
(State or Other Jurisdiction      (Commission             (IRS Employer
      of Incorporation)           File Number)         Identification No.)


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


                                 (972) 801-1100
                             (Registrant's telephone
                          number, including area code)


                               RENT-A-CENTER, INC.
          (Former Name or Former Address, if Changed Since Last Report)




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



<PAGE>


ITEM 5. OTHER EVENTS.


             Rent-A-Center East, Inc. (formerly Rent-A-Center, Inc.), a Delaware
corporation ("RAC EAST"), formed Rent-A-Center, Inc. (formerly, Rent-A-Center
Holdings, Inc.), a Delaware corporation ("RAC"), to adopt a holding company
organizational structure 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 RAC, RAC East and RAC Merger Sub, Inc., a Delaware corporation
and a wholly-owned subsidiary of RAC ("MERGER SUB"). The Plan of Merger, which
was effected on December 31, 2002, provided for the merger of Merger Sub with
and into RAC East, with RAC East continuing as the surviving corporation and
becoming a wholly-owned subsidiary of RAC (the "MERGER"). Prior to the Merger,
RAC was a direct, wholly-owned subsidiary of RAC East, organized for the purpose
of implementing the holding company organizational structure. For Federal income
tax purposes, the Merger qualified as a tax-free reorganization under the
provisions of Sections 351 and 368(a) of the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated thereunder. Pursuant to
Section 251(g) of the DGCL, common stockholder approval of the Merger was not
required. As a result of the Merger, the consolidated assets and liabilities of
RAC East prior to the Merger became the consolidated assets and liabilities of
RAC immediately after the Merger.

             By operation of the Merger, all of RAC East's capital stock, issued
and outstanding or held in treasury, was converted, on a share for share basis,
into capital stock of RAC. As a result, each stockholder of RAC East became the
owner of an identical number of shares of capital stock of RAC and received
securities of the same class, evidencing the same proportional interests in RAC
and having designations, rights and preferences, and qualifications, limitations
and restrictions, identical to those that the stockholder held in RAC East.
Additionally, each outstanding option to purchase shares of RAC East's common
stock automatically converted into an option to purchase, upon the same terms
and conditions, an identical number of shares of RAC's common stock.

             In connection with the Merger, RAC East's name was changed to
"Rent-A-Center East, Inc." and RAC's name was changed to "Rent-A-Center, Inc."
The conversion of shares of capital stock in the Merger occurred without an
exchange of stock certificates. Accordingly, certificates formerly representing
shares of outstanding capital stock of RAC East are deemed to represent the same
number of shares of capital stock of RAC. RAC's common stock will continue to be
quoted on the Nasdaq National Market under the symbol "RCII" without
interruption.

             In accordance with Section 251(g) of the DGCL, the provisions of
the restated certificate of incorporation and the amended and restated bylaws of
RAC East in effect immediately after the Merger are substantially identical to
those of RAC East prior to the Merger, other than as required or permitted under
Section 251(g) of the DGCL. Similarly, the provisions of the certificate of
incorporation and amended and restated bylaws of RAC are substantially identical
to those of RAC East prior to the Merger, other than as required or permitted
under Section 251(g) of the DGCL. The authorized capital stock of RAC, the
designations, rights and preferences of such capital stock and the
qualifications, limitations and restrictions thereof are also substantially
identical to those of RAC East's capital stock immediately prior to the Merger.
In addition, the directors of RAC are the same individuals who served as the
directors of RAC East immediately prior to the Merger.

             Pursuant to the Merger, RAC, RAC East, certain subsidiaries of RAC
East and the trustee under the Indenture, dated December 19, 2001, as
supplemented by the First Supplemental Indenture, dated May




                                       2
<PAGE>

1, 2002, and the Second Supplemental Indenture, dated September 30, 2002,
relating to RAC East's 11% Senior Subordinated Notes due 2008, Series D (the
"NOTES"), entered into a Third Supplemental Indenture pursuant to which RAC
fully and unconditionally guaranteed RAC East's obligations under the Indenture.
The Third Supplemental Indenture did not require the consent of the holders of
the Notes.

ITEM 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

             (a)  Financial Statements of Businesses Acquired.

                  Not applicable.

             (b)  Pro Forma Financial Information.

                  Not applicable.

             (c)  Exhibits.

                  2.1*     Agreement and Plan of Merger, dated December 30,
                           2002, by and among Rent-A-Center, Inc. (formerly,
                           Rent-A-Center Holdings, Inc.), Rent-A-Center East,
                           Inc. (formerly, Rent-A-Center, Inc.) and RAC Merger
                           Sub, Inc.

                  4.2*     Third Supplemental Indenture, dated as of December
                           31, 2002, by and among Rent-A-Center, Inc. (formerly
                           Rent-A-Center Holdings, Inc.), Rent-A-Center East,
                           Inc. (formerly, Rent-A-Center, Inc.), as Issuer,
                           ColorTyme, Inc., Rent-A-Center West, Inc. (formerly,
                           Advantage Companies, Inc.), Get It Now, LLC,
                           Rent-A-Center Texas, L.P., and Rent-A-Center Texas,
                           L.L.C., as Subsidiary Guarantors, and The Bank of New
                           York, as Trustee.

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




                                       3
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                  RENT-A-CENTER EAST, INC.

Date:  December 31, 2002          By:   /s/ Mark E. Speese
                                       ---------------------------------------
                                        Mark E. Speese
                                        Chairman of the Board and Chief
                                        Executive Officer




                                       4
<PAGE>


                                  EXHIBIT INDEX

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

<S>               <C>
         2.1*     Agreement and Plan of Merger, dated December 30, 2002, by and
                  among Rent-A-Center, Inc. (formerly, Rent-A-Center Holdings,
                  Inc.), Rent-A-Center East, Inc. (formerly, Rent-A-Center,
                  Inc.) and RAC Merger Sub, Inc.

         4.2*     Third Supplemental Indenture, dated as of December 31, 2002,
                  by and among Rent-A-Center, Inc. (formerly Rent-A-Center
                  Holdings, Inc.), Rent-A-Center East, Inc. (formerly,
                  Rent-A-Center, Inc.), as Issuer, ColorTyme, Inc.,
                  Rent-A-Center West, Inc. (formerly, Advantage Companies,
                  Inc.), Get It Now, LLC, Rent-A-Center Texas, L.P., and
                  Rent-A-Center Texas, L.L.C., as Subsidiary Guarantors, and The
                  Bank of New York, as Trustee.
</Table>

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









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>3
<FILENAME>d02216exv2w1.txt
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>
<PAGE>
                                                                     EXHIBIT 2.1




                          AGREEMENT AND PLAN OF MERGER

                                      AMONG

                              RENT-A-CENTER, INC.,

                          RENT-A-CENTER HOLDINGS, INC.

                                       AND

                              RAC MERGER SUB, INC.









                             DATED DECEMBER 30, 2002



<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                                 PAGE

<S>                                                                                                              <C>
ARTICLE I  THE MERGER.............................................................................................2

   Section 1.1.  The Merger.......................................................................................2

   Section 1.2.  Effective Time...................................................................................2

   Section 1.3.  Certificate Of Incorporation.....................................................................3

   Section 1.4.  Bylaws...........................................................................................3

   Section 1.5.  Directors........................................................................................3

   Section 1.6.  Officers.........................................................................................4

   Section 1.7.  Additional Actions...............................................................................4

   Section 1.8.  Conversion Of Securities.........................................................................4

   Section 1.9.  No Surrender Of Certificates.....................................................................5

ARTICLE II  ACTIONS TO BE TAKEN IN CONNECTION WITH THE MERGER.....................................................5

   Section 2.1.  Company Indebtedness.............................................................................5

   Section 2.2.  Assumption Of Employee Benefit Plans.............................................................5

   Section 2.3.  Reservation Of Shares............................................................................6

ARTICLE III  CONDITIONS OF MERGER.................................................................................6

   Section 3.1.  Conditions Precedent.............................................................................6

ARTICLE IV  COVENANTS.............................................................................................7

   Section 4.1.  Holdings Charter and Bylaws......................................................................7

   Section 4.2.  Directors of Holdings............................................................................7

   Section 4.3.  Employee Benefit Plans...........................................................................7

ARTICLE V  TERMINATION AND AMENDMENT..............................................................................7

   Section 5.1.  Termination......................................................................................7

   Section 5.2.  Amendments.......................................................................................7

ARTICLE VI  MISCELLANEOUS PROVISIONS..............................................................................7

   Section 6.1.  Governing Law....................................................................................7

   Section 6.2.  Counterparts.....................................................................................8

   Section 6.3.  Entire Agreement.................................................................................8
</Table>




                                        i

<PAGE>


                          AGREEMENT AND PLAN OF MERGER

         This Agreement and Plan of Merger (this "AGREEMENT"), is entered into
on December 30, 2002, by and among Rent-A-Center, Inc., a Delaware corporation
(the "COMPANY"), Rent-A-Center Holdings, Inc., a Delaware corporation
("HOLDINGS") and a direct, wholly owned subsidiary of the Company, and RAC
Merger Sub, Inc., a Delaware corporation ("MERGER SUB") and a direct, wholly
owned subsidiary of Holdings.

                                    RECITALS

         WHEREAS, as of December 27, 2002, the Company's authorized capital
stock consisted of (i) 125,000,000 shares of common stock, par value $0.01 per
share (the "COMPANY COMMON STOCK"), of which 34,927,718 shares were issued and
outstanding and 4,599,269 shares were held in the Company's treasury; and (ii)
5,000,000 shares of preferred stock, par value $0.01 per share, of which, (a)
400,000 shares have been designated as Series A Preferred Stock (the "COMPANY
SERIES A PREFERRED STOCK"), of which two shares were issued and outstanding, and
(b) 4,600,000 shares were undesignated; and

         WHEREAS, immediately prior to the Effective Time (as defined below),
Holdings' authorized capital stock consisted of (i) 125,000,000 shares of common
stock, par value $0.01 per share (the "HOLDINGS COMMON STOCK"), of which 1,000
shares were issued and outstanding and owned by the Company; and (ii) 5,000,000
shares of preferred stock, par value $0.01 per share, of which (a) 400,000
shares have been designated as Series A Preferred Stock (the "HOLDINGS SERIES A
PREFERRED STOCK"), none of which were issued and outstanding, and (b) 4,600,000
shares were undesignated; and

         WHEREAS, immediately prior to the Effective Time, Merger Sub's
authorized capital stock consisted of 1,000 shares of common stock, par value
$1.00 per share, (the "MERGER SUB COMMON STOCK"), of which 1,000 shares were
issued and outstanding and owned by Holdings; and

         WHEREAS, the designations, rights and preferences, and the
qualifications, limitations and restrictions of the Holdings Common Stock and
the Holdings Series A Preferred Stock are identical to those of the Company
Common Stock and the Company Series A Preferred Stock, respectively; and

         WHEREAS, the certificate of incorporation of Holdings (the "HOLDINGS
CHARTER") and the bylaws of Holdings (the "HOLDINGS BYLAWS") in effect
immediately after the Effective Time will contain provisions identical to the
Second Restated Certificate of Incorporation of the Company (the "COMPANY
CHARTER") and the Amended and Restated Bylaws of the Company (the "COMPANY
BYLAWS") in effect immediately prior to the Effective Time (other than as
required or permitted by Section 251(g) of the Delaware General Corporation Law
(the "DGCL")); and

         WHEREAS, the directors of the Company immediately prior to the
Effective Time will be the directors of Holdings as of the Effective Time; and




                                       1
<PAGE>
         WHEREAS, Holdings and Merger Sub are newly formed corporations
organized for the sole purpose of participating in the transactions contemplated
herein and have nominal assets and liabilities, if any; and

         WHEREAS, the Company desires to create a holding company organizational
structure by merging Merger Sub with and into the Company, with (i) the Company
continuing as the surviving corporation of such merger and becoming a wholly
owned subsidiary of Holdings; (ii) each outstanding share (or any fraction
thereof) of the Company Common Stock being converted in such merger into a like
number of shares of the Holdings Common Stock; and (iii) each outstanding share
(or any fraction thereof) of the Company Series A Preferred Stock being
converted in such merger into a like number of shares of the Holdings Series A
Preferred Stock, all in accordance with the terms of this Agreement (the
"MERGER"); and

         WHEREAS, the purpose of creating the holding company structure is to
better reflect the operating practices and methods of the Company and to yield
economies in operations and otherwise; and

         WHEREAS, the boards of directors of Holdings, Merger Sub and the
Company have approved and adopted this Agreement and the transactions
contemplated hereby, including the Merger, upon the terms and subject to the
conditions set forth in this Agreement.

         NOW, THEREFORE, BE IT RESOLVED, that, in consideration of the premises
and the covenants and agreements contained in this Agreement and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, Holdings and Merger Sub, intending to be legally
bound hereby, agree as follows:

                                    ARTICLE I
                                   THE MERGER

         SECTION 1.1. THE MERGER. In accordance with Section 251(g) of the DGCL
and subject to, and upon the terms and conditions of, this Agreement, Merger Sub
shall, at the Effective Time, be merged with and into the Company, the separate
corporate existence of Merger Sub shall cease, and the Company shall continue as
the surviving corporation of the Merger (the "SURVIVING CORPORATION") and become
a wholly owned subsidiary of Holdings. At the Effective Time, the effects of the
Merger shall be as provided in Section 259 of the DGCL. It is the intent of the
parties that Holdings, as of the Effective Time, be deemed a "successor issuer"
for purposes of continuing offerings of securities pursuant to registration
statements of the Company under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), and for registration and reporting purposes under the
Securities Exchange Act of 1934, as amended. For Federal income tax purposes, it
is intended that the Merger shall qualify as a tax-free reorganization under the
provisions of Sections 351 and 368(a) of the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated thereunder.

         SECTION 1.2. EFFECTIVE TIME. As soon as practicable on or after the
date hereof, the parties shall cause this Agreement, or a certificate of merger
in lieu of filing this Agreement, executed in accordance with the relevant
provisions of the DGCL, to be filed with the Secretary of State of Delaware and
shall make all other filings or recordings required under the DGCL to






                                       2
<PAGE>

effectuate the Merger. The Merger shall become effective as of 8:00 a.m. Eastern
Time on December 31, 2002 or as the parties shall otherwise agree (such date and
time being referred to herein as the "EFFECTIVE TIME").

         SECTION 1.3. CERTIFICATE OF INCORPORATION. From and after the Effective
Time, the Company Charter, as in effect immediately prior to the Effective Time,
shall be the certificate of incorporation of the Surviving Corporation (the
"SURVIVING CORPORATION CHARTER") until thereafter amended as provided therein or
by the DGCL, except as follows:

         (a)      Article First thereof shall be amended so as to read in its
                  entirety as follows:

                  "FIRST: The name of the corporation is Rent-A-Center East,
                  Inc."

         (b)      Article Fourth thereof shall be amended so as to read in its
                  entirety as follows:

                  "FOURTH: The aggregate number of shares of capital stock which
                  the Corporation shall have authority to issue is 1,000 shares
                  of common stock, having a par value of $0.01 per share (the
                  "COMMON STOCK")."

         (c)      A new Article Eleventh shall be added thereto which shall be
                  and read in its entirety as follows:

                  "ELEVENTH: Vote of Stockholders of Rent-A-Center, Inc.
                  Required to Approve Certain Actions.

                  Any act or transaction by or involving the Corporation, other
                  than the election or removal of directors of the Corporation,
                  that requires for its adoption under the DGCL or this Restated
                  Certificate of Incorporation the approval of the stockholders
                  of the Corporation shall, pursuant to and in accordance with
                  Section 251(g) of the DGCL, require, in addition, the approval
                  of the stockholders of Rent-A-Center, Inc., a Delaware
                  corporation, or any successor thereto by merger, by the same
                  vote that is required by the DGCL or this Restated Certificate
                  of Incorporation."

         SECTION 1.4. BYLAWS. From and after the Effective Time, the Company
Bylaws, as in effect immediately prior to the Effective Time, shall constitute
the Bylaws of the Surviving Corporation (the "SURVIVING CORPORATION BYLAWS")
until thereafter amended as provided therein or by applicable law, except that
all references in the Surviving Corporation Bylaws to "Rent-A-Center, Inc."
shall be changed to "Rent-A-Center East, Inc."

         SECTION 1.5. DIRECTORS. The directors of the Company in office
immediately prior to the Effective Time shall be the directors of the Surviving
Corporation and will continue to hold office from the Effective Time until the
earlier of their resignation or removal or until their successors are duly
elected or appointed and qualified in the manner provided in the Surviving
Corporation Charter and the Surviving Corporation Bylaws, or as otherwise
provided by law.



                                       3
<PAGE>

         SECTION 1.6. OFFICERS. The executive officers of the Company in office
immediately prior to the Effective Time shall be the executive officers of the
Surviving Corporation until the earlier of their resignation or removal or until
their successors are duly elected or appointed and qualified in the manner
provided in the Surviving Corporation Charter and the Surviving Corporation
Bylaws, or as otherwise provided by law.

         SECTION 1.7. ADDITIONAL ACTIONS. Subject to the terms of this
Agreement, the parties hereto shall take all such reasonable and lawful actions
as may be necessary, advisable or appropriate in order to effectuate the Merger,
which shall include executing and delivering an Assignment and Assumption
Agreement (the "ASSUMPTION AGREEMENT"), in such form as the Company and Holdings
determine to be appropriate to evidence the assignment to, and assumption by,
Holdings of such rights, interests, obligations and liabilities as the Company
and Holdings determine to be appropriate. If, at any time after the Effective
Time, the Surviving Corporation shall consider or be advised that any deeds,
bills of sale, assignments, assurances or any other actions or things are
necessary or desirable to vest, perfect or confirm, of record or otherwise, in
the Surviving Corporation its right, title or interest in, to or under any of
the rights, properties or assets of either Merger Sub or the Company acquired or
to be acquired by the Surviving Corporation as a result of, or in connection
with, the Merger or otherwise to carry out this Agreement, the officers and
directors of the Surviving Corporation shall be authorized to execute and
deliver, in the name and on behalf of each of Merger Sub and the Company, all
such deeds, bills of sale, assignments and assurances and to take and do, in the
name and on behalf of each of Merger Sub and the Company or otherwise, all such
other actions and things as may be necessary or desirable to vest, perfect or
confirm any and all right, title and interest in, to and under such rights,
properties or assets in the Surviving Corporation or otherwise to carry out this
Agreement.

         SECTION 1.8. CONVERSION OF SECURITIES. At the Effective Time, by virtue
of the Merger and without any action on the part of Holdings, Merger Sub, the
Company or the holder of any of the following securities:

         (a)      Conversion of the Company Common Stock. Each share of the
                  Company Common Stock (or fraction of a share of the Company
                  Common Stock) issued and outstanding immediately prior to the
                  Effective Time shall be converted into and thereafter
                  represent one duly issued, fully paid and nonassessable share
                  (or equal fraction of a share) of the Holdings Common Stock.

         (b)      Conversion of the Company Common Stock Held as Treasury Stock.
                  Each share of the Company Common Stock (or fraction of a share
                  of the Company Common Stock) held by the Company as treasury
                  stock immediately prior to the Effective Time shall be
                  converted into and thereafter represent one share (or equal
                  fraction of a share) of the Holdings Common Stock held by the
                  Company.

         (c)      Conversion of the Company Series A Preferred Stock. Each share
                  of the Company Series A Preferred Stock (or fraction of a
                  share of the Company Series A Preferred Stock) issued and
                  outstanding immediately prior to the Effective Time shall be
                  converted into and thereafter represent one duly issued, fully
                  paid and nonassessable share (or equal fraction of a share) of
                  the Holdings Series A Preferred Stock.




                                       4
<PAGE>

         (d)      Conversion of Capital Stock of Merger Sub. Each share of
                  Merger Sub Common Stock (or fraction of a share of Merger Sub
                  Common Stock) issued and outstanding immediately prior to the
                  Effective Time shall be converted into and thereafter
                  represent one duly issued, fully paid and nonassessable share
                  of common stock, par value $0.01 per share, of the Surviving
                  Corporation and shall, upon conversion, constitute all of the
                  issued and outstanding shares of common stock of the Surviving
                  Corporation, so that, following the Merger, the Surviving
                  Corporation shall be a wholly owned subsidiary of Holdings.

         (e)      Cancellation of Capital Stock of Holdings. Each share of the
                  Holdings Common Stock owned by the Company immediately prior
                  to the Merger shall automatically be canceled and retired and
                  shall cease to exist.

         (f)      Rights of Certificate Holders. From and after the Effective
                  Time, holders of certificates formerly evidencing the Company
                  Common Stock and the Company Series A Preferred Stock shall
                  cease to have any rights as stockholders of the Company,
                  except as provided by law; except, however, that such holders
                  shall have the rights set forth in Section 1.9 herein.

         SECTION 1.9. NO SURRENDER OF CERTIFICATES. Until thereafter surrendered
for transfer or exchange, each outstanding stock certificate that, immediately
prior to the Effective Time, evidenced the Company Common Stock or the Company
Series A Preferred Stock shall be deemed and treated for all corporate purposes
to evidence the ownership of the number of shares of the Holdings Common Stock
or the Holdings Series A Preferred Stock, as applicable, into which such shares
of the Company Common Stock or the Company Series A Preferred Stock were
converted pursuant to the provisions of Section 1.8 herein, unless otherwise
determined by the board of directors of Holdings.

                                   ARTICLE II
                ACTIONS TO BE TAKEN IN CONNECTION WITH THE MERGER

         SECTION 2.1. COMPANY INDEBTEDNESS. As of the Effective Time, with
respect to the Indenture dated as of December 19, 2001, as supplemented by the
First Supplemental Indenture, dated May 1, 2002, and the Second Supplemental
Indenture, dated September 30, 2002 (the "INDENTURE"), among the Company,
ColorTyme, Inc., a Texas corporation, Advantage Companies, Inc., a Delaware
corporation, Get It Now, LLC, a Delaware limited liability company (together
with ColorTyme, Inc. and Advantage Companies, Inc., the "SUBSIDIARY GUARANTORS")
and The Bank of New York, a New York banking corporation, as Trustee (the
"TRUSTEE") providing for the issuance of the Company's 11% Senior Subordinated
Notes due 2008, Series D, Holdings, the Company, the Subsidiary Guarantors and
the Trustee shall execute, acknowledge and deliver a supplemental indenture
pursuant to which Holdings shall guarantee the Company's obligations under the
Indenture, to the extent such may be deemed necessary or advisable by the
Company and Holdings.

         SECTION 2.2. ASSUMPTION OF EMPLOYEE BENEFIT PLANS. Holdings and the
Company shall, as of the Effective Time, execute, acknowledge and deliver the
Assumption Agreement pursuant to which Holdings will, from and after the
Effective Time, assume and agree to perform






                                       5
<PAGE>


all obligations of the Company pursuant to the Amended and Restated
Rent-A-Center, Inc. Long-Term Incentive Plan (the "LTIP") and certain other
option agreements relating to ColorTyme, Inc., a Texas corporation (together
with the LTIP, the "EQUITY COMPENSATION PLANS") and other employee benefit plans
as agreed to by the officers of Holdings and the Company. As of the Effective
Time, each option to purchase a share of the Company Common Stock which has been
granted and is then outstanding and unexercised under the Equity Compensation
Plans (an "EXISTING STOCK OPTION") shall be automatically converted into an
option to purchase one share of the Holdings Common Stock at the same exercise
price, for the same period and subject to substantially the same terms and
conditions applicable to the relevant Existing Stock Option (each a "SUBSTITUTE
OPTION" and collectively, the "SUBSTITUTE OPTIONS").

         SECTION 2.3. RESERVATION OF SHARES. On or prior to the Effective Time,
Holdings will reserve sufficient authorized but unissued shares of the Holdings
Common Stock to provide for the issuance of the Holdings Common Stock upon (a)
the exercise of the Substitute Options or in satisfaction of other benefits
payable and outstanding under the Company's Equity Compensation Plans; and/or
(b) the conversion of the Holdings Series A Preferred Stock.

                                   ARTICLE III
                              CONDITIONS OF MERGER

         SECTION 3.1. CONDITIONS PRECEDENT. The obligations of the parties to
this Agreement to consummate the Merger and the transactions contemplated by
this Agreement shall be subject to fulfillment or waiver by the parties hereto
of each of the following conditions:

         (a)      Prior to the Effective Time, the Company shall have notified
                  the NASDAQ National Market ("NASDAQ") of the Merger and the
                  effects thereof and shall have received confirmation,
                  satisfactory to the parties hereto, that no further action
                  shall be required in connection with the quotation of the
                  Holdings Common Stock to be issued pursuant to the Merger on
                  NASDAQ.

         (b)      Prior to the Effective Time, no order, statute, rule,
                  regulation, executive order, injunction, stay, decree,
                  judgment or restraining order shall have been enacted,
                  entered, promulgated or enforced by any court or governmental
                  or regulatory authority or instrumentality which prohibits or
                  makes illegal the consummation of the Merger or the
                  transactions contemplated hereby.

         (c)      Prior to the Effective Time, Holdings, in its capacity as the
                  sole stockholder of Merger Sub, shall have approved and
                  adopted this Agreement and the transactions contemplated
                  hereby, including the Merger, upon the terms and subject to
                  the conditions set forth in this Agreement.

         (d)      Prior to the Effective Time, the Company shall have received
                  the approval of the holders of the Company Series A Preferred
                  Stock to consummate the Merger.




                                       6
<PAGE>

                                   ARTICLE IV
                                    COVENANTS

         SECTION 4.1. HOLDINGS CHARTER AND BYLAWS. Holdings shall take or cause
to be taken all actions necessary or desirable to ensure that, as of the
Effective Time, the Holdings Charter and the Holdings Bylaws contain provisions
identical to the Company Charter and the Company Bylaws, respectively,
immediately prior to the Effective Time (other than as required or permitted by
Section 251(g) of the DGCL).

         SECTION 4.2. DIRECTORS OF HOLDINGS. Holdings shall take or cause to be
taken all actions necessary or desirable to ensure that, as of the Effective
Time, each person who is a member of the board of directors of the Company
immediately prior to the Merger becomes or remains a director of Holdings (and
are the only directors of Holdings), each of whom shall serve in accordance with
the Holdings Charter and the Holdings Bylaws.

         SECTION 4.3. EMPLOYEE BENEFIT PLANS. The Company and Holdings shall
take or cause to be taken all actions necessary or desirable in order for
Holdings to assume the Equity Compensation Plans and to assume (or become a
participating employer in) each other existing employee benefit plan, trust and
agreement of the Company, with or without amendments, or to adopt comparable
plans, all to the extent such may be deemed necessary or advisable by the
Company and Holdings and permitted under applicable law.

                                    ARTICLE V
                            TERMINATION AND AMENDMENT

         SECTION 5.1. TERMINATION. This Agreement may be terminated and the
Merger contemplated hereby may be abandoned at any time prior to the Effective
Time by action of the board of directors of the Company, or a duly authorized
committee thereof, Holdings or Merger Sub if it is determined that for any
reason the completion of the transactions provided for herein would be
inadvisable or not in the best interest of such corporation or its stockholders.
In the event of such termination and abandonment, this Agreement shall become
void and none of the Company, Holdings or Merger Sub nor their respective
stockholders, directors or officers shall have any liability with respect to
such termination and abandonment.

         SECTION 5.2. AMENDMENTS. This Agreement may be supplemented, amended or
modified by the mutual consent of the parties to this Agreement; provided,
however, that, any amendment effected subsequent to stockholder approval shall
be subject to the restrictions contained in the DGCL. No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by all of the parties hereto.

                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS

         SECTION 6.1. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws.




                                       7
<PAGE>

         SECTION 6.2. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which when executed shall be deemed to be an original
but all of which shall constitute one and the same agreement.

         SECTION 6.3. ENTIRE AGREEMENT. This Agreement, including the documents
and instruments referred to herein, constitutes the entire agreement and
supersedes all other prior agreements and undertakings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       8
<PAGE>


         IN WITNESS WHEREOF, the Company, Holdings and Merger Sub have caused
this Agreement to be executed as of the date first above written by their
respective officers thereunto duly authorized.

                                       RENT-A-CENTER, INC.


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



                                       RENT-A-CENTER HOLDINGS, INC.


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


                                       RAC MERGER SUB, INC.


                                       By: /s/ Mark E. Speese
                                          -------------------------------------
                                           Mark E. Speese
                                           President




         I, David M. Glasgow, the Secretary of the Company, do hereby certify
that (i) all of the holders of the Company Series A Preferred Stock adopted the
Agreement by written consent dated December 23, 2002; and (ii) the Agreement has
been adopted by the board of directors of the Company, pursuant to Subsection
251(g) of the DGCL ("SUBSECTION 251(g)") and that the conditions specified in
the first sentence of Subsection 251(g) have been satisfied.



                                       /s/ David M. Glasgow
                                       ----------------------------------------
                                       David M. Glasgow
                                       Rent-A-Center Inc., Secretary





                                       9





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>d02216exv4w2.txt
<DESCRIPTION>THIRD SUPPLEMENTAL INDENTURE
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.2



                              RENT-A-CENTER, INC.,
                                   as Issuer,

                          RENT-A-CENTER HOLDINGS, INC.,
                                  as Guarantor,

                     the SUBSIDIARY GUARANTORS named herein,
                                 as Guarantors,

                                       and

                              THE BANK OF NEW YORK
                                   as Trustee


                          THIRD SUPPLEMENTAL INDENTURE

                          Dated as of December 31, 2002
                                       to

                                    INDENTURE

                          Dated as of December 19, 2001

                                     between

                         RENT-A-CENTER, INC., as Issuer,

             the SUBSIDIARY GUARANTORS named therein, as Guarantors,

                                       and

                        THE BANK OF NEW YORK, as Trustee


                                  $275,000,000
                                    SERIES D
                     11% SENIOR SUBORDINATED NOTES DUE 2008


<PAGE>


         This THIRD SUPPLEMENTAL INDENTURE, dated as of December 31, 2002, is
entered into by and among Rent-A-Center, Inc., a Delaware corporation (the
"COMPANY"), Rent-A-Center Holdings, Inc., a Delaware corporation ("RAC
HOLDINGS"), ColorTyme, Inc., a Texas corporation ("COLORTYME"), Rent-A-Center
West, Inc., a Delaware corporation, formerly known as Advantage Companies, Inc.
("RAC WEST"), Get It Now, LLC, a Delaware limited liability company ("GET IT
NOW"), Rent-A-Center Texas, L.P., a Texas limited partnership ("RAC TEXAS, LP"),
Rent-A-Center Texas, L.L.C., a Nevada limited liability company ("RAC TEXAS,
LLC"), and The Bank of New York, a New York banking corporation, as Trustee (the
"TRUSTEE").

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of December 19, 2001, as supplemented by the
First Supplemental Indenture, dated May 1, 2002, between the Company, ColorTyme,
RAC West and the Trustee, and the Second Supplemental Indenture, dated September
30, 2002, between the Company, ColorTyme, RAC West, Get It Now and the Trustee
(the "INDENTURE") providing for the issuance of its 11% Senior Subordinated
Notes due 2008, Series D (the "NOTES"); and

         WHEREAS, the Company has formed RAC Holdings as a wholly-owned
subsidiary of the Company; and

         WHEREAS, RAC Holdings has formed RAC Merger Sub, Inc., a Delaware
corporation ("SUB RAC"), as a wholly-owned subsidiary of RAC Holdings; and

         WHEREAS, the Company intends to merge Sub RAC with and into the Company
effective as of December 31, 2002 (the "MERGER"), whereupon the Company will
continue as the surviving corporation following the Merger; and

         WHEREAS, pursuant to Section 801 of the Indenture, the Merger is
permitted under the Indenture; and

         WHEREAS, upon the effective time of the Merger, the Company's name will
be changed to Rent-A-Center East, Inc. ("RAC EAST") and immediately thereafter,
RAC Holdings will change its name to Rent-A-Center, Inc.; and

         WHEREAS, RAC Holdings will be deemed a successor issuer to the Company
under Rule 12g-3 of the Securities Exchange Act of 1934 and will therefore
assume the Company's filing obligations under Section 1019 of the Indenture (the
"ASSUMPTION OF FILING OBLIGATIONS"); and

         WHEREAS, pursuant to Section 901(ix) of the Indenture, the Trustee is
permitted to amend the Indenture to allow for the Assumption of Filing
Obligations; and

         WHEREAS, RAC Holdings will Guarantee the Notes under the Indenture (the
"GUARANTEE") and has been designated as a Unrestricted Subsidiary by the Company
under the Indenture; and

         WHEREAS, pursuant to Section 901(iii) of the Indenture, the Trustee is
permitted to amend the Indenture to allow for the Guarantee; and





                                      -2-
<PAGE>

         WHEREAS, ColorTyme, RAC West and Get It Now are currently Subsidiary
Guarantors under such Indenture; and

         WHEREAS, the Company has formed RAC Texas, LLC as a wholly-owned
subsidiary of the Company; and

         WHEREAS, the Company has formed RAC Texas, LP as an indirect
wholly-owned subsidiary of the Company, the sole limited partner of which is RAC
Texas, LLC and the sole general partner of which is the Company; and

         WHEREAS, in connection with the formation of each of RAC Texas, LP and
RAC Texas, LLC, certain assets held by the Company will be transferred to RAC
Texas, LP (the "TEXAS TRANSFER"); and

         WHEREAS, in connection with the formation of each of RAC Texas, LP and
RAC Texas, LLC and the resulting Texas Transfer, the Company has designated each
of RAC Texas, LP and RAC Texas, LLC as a Restricted Subsidiary under the
Indenture; and

         WHEREAS, certain assets held by the Company will also be transferred to
RAC West (together with the Texas Transfer, the "TRANSFERS"); and

         WHEREAS, pursuant to Section 1009, 1012 and 1017 of the Indenture, the
Transfers are permitted under the Indenture; and

         WHEREAS, in partial consideration for the Texas Transfer, each of RAC
Texas, LP and RAC Texas, LLC has agreed to become a Subsidiary Guarantor by
guaranteeing the obligations of the Company under the Indenture in accordance
with the terms thereof; and

         WHEREAS, pursuant to Section 1020 of the Indenture, the addition of
each of RAC Texas, LP and RAC Texas, LLC as a Subsidiary Guarantor is required
under the Indenture; and

         WHEREAS, in order to properly reflect the names of the parties to the
Indenture, the definition of "Company" in Section 101 of the Indenture shall
refer to RAC East (the "CONFORMING DEFINITION"); and

         WHEREAS, in order to properly reflect the names of the parties to the
Indenture, the reference to Advantage Companies, Inc. in the definition of
"Subsidiary Guarantor" in Section 101 of the Indenture shall refer to RAC West
(together with the Conforming Definition, the "CONFORMING DEFINITIONS"); and

         WHEREAS, pursuant to Section 901(ix) of the Indenture, the Trustee is
permitted to amend the Indenture to allow for the Conforming Definitions; and

         WHEREAS, RAC East will establish a grantor trust (the "LITIGATION
TRUST") in order to provide better management of ongoing, ordinary course
litigation claims against the Company and its subsidiaries and to realize
certain tax efficiencies; and




                                      -3-
<PAGE>

         WHEREAS, RAC East will fund the Litigation Trust with treasury stock of
RAC Holdings held by the Company or previously unissued shares of Holdings to be
used in payment of finalized claims; and

         WHEREAS, RAC East may contribute additional assets or cash to the
Litigation Trust from time to time for payment of such claims; and

         WHEREAS, pursuant to Section 901(ix) of the Indenture, the Trustee is
permitted to amend the Indenture to allow for the formation, funding and
operation of the Litigation Trust; and

         WHEREAS, each of the Company, RAC Holdings, ColorTyme, RAC West, Get It
Now, RAC Texas, LP and RAC Texas, LLC has been duly authorized to enter into,
execute and deliver this Third Supplemental Indenture.

         NOW, THEREFORE, for and in consideration of the premises and covenants
and agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company, RAC
Holdings, ColorTyme, RAC West, Get It Now, RAC Texas, LP, RAC Texas, LLC and the
Trustee agree as follows:

SECTION 1. Capitalized terms used herein but not defined herein shall have the
meaning provided in the Indenture.

SECTION 2. The Trustee hereby consents to the Assumption of Filing Obligations
by Holdings, the related amendment to Section 1019 of the Indenture to provide
for Holdings to satisfy the filing obligations, the Guarantee by Holdings, the
Conforming Definitions and the formation, funding and operation of the
Litigation Trust as described herein.

SECTION 3. The Trustee hereby consents to the Transfers and to the addition of
each of RAC Texas, LP and RAC Texas, LLC as additional Subsidiary Guarantors
under the Indenture. Simultaneously with the Transfers (the "EFFECTIVE TIME"),
each of RAC Texas, LP and RAC Texas, LLC shall become, and each of ColorTyme,
RAC West and Get It Now shall continue to be, a "Subsidiary Guarantor" under and
as defined in the Indenture, and at the Effective Time, each of RAC Texas, LP
and RAC Texas, LLC shall assume all the obligations of a Subsidiary Guarantor
under the Notes and the Indenture as described in the Indenture. Each of RAC
Holdings, RAC Texas, LP and RAC Texas, LLC hereby, jointly and severally,
unconditionally guarantees the full and prompt payment of the principal of,
premium, if any, and interest on the Notes and all other obligations of the
Issuer and the Guarantors under the Indenture in accordance with the terms of
the Notes and the Indenture.

SECTION 4. Except as expressly supplemented by this Third Supplemental
Indenture, the Indenture and the Notes issued thereunder are in all respects
ratified and confirmed and all of the rights, remedies, terms, conditions,
covenants and agreements of the Indenture and Notes issued thereunder shall
remain in full force and effect.

SECTION 5. This Third Supplemental Indenture is executed and shall constitute an
indenture supplemental to the Indenture and shall be construed in connection
with and as part of the





                                      -4-
<PAGE>

Indenture. This Third Supplemental Indenture shall be governed by and construed
in accordance with the laws of the jurisdiction that governs the Indenture and
its construction.

SECTION 6. This Third Supplemental Indenture may be executed in any number of
counterparts, each of which shall be deemed to be an original for all purposes;
but such counterparts shall together be deemed to constitute but one and the
same instrument.

SECTION 7. Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this Third
Supplemental Indenture may refer to the Indenture without making specific
reference to this Third Supplemental Indenture, but nevertheless all such
references shall include this Third Supplemental Indenture unless the context
otherwise requires.

SECTION 8. This Third Supplemental Indenture shall be deemed to have become
effective upon the date first above written.

SECTION 9. In the event of a conflict between the terms of this Third
Supplemental Indenture and the Indenture, this Third Supplemental Indenture
shall control.

SECTION 10. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Third Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are
made solely by the Company, RAC Holdings, ColorTyme, RAC West, Get It Now, RAC
Texas, LP and RAC Texas, LLC.





                                      -5-
<PAGE>


         IN WITNESS WHEREOF, the parties have caused this Third Supplemental
Indenture to be duly executed as of the day and year first above written.

THE BANK OF NEW YORK,
as Trustee


By: /s/ Van K. Brown
   -----------------------------------------
Name:    Van K. Brown
     ---------------------------------------
Title:   Vice President
      --------------------------------------

                                    RENT-A-CENTER, INC.


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


                                    RENT-A-CENTER HOLDINGS, INC.


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


                                    COLORTYME, INC.


                                    By: /s/ Mark E. Speese
                                       ---------------------------------------
                                        Mark E. Speese
                                        Vice President


                                    RENT-A-CENTER WEST, INC.


                                    By: /s/ Mark E. Speese
                                       ---------------------------------------
                                        Mark E. Speese
                                        President



                                      -6-
<PAGE>


                                    GET IT NOW, L.L.C.


                                    By: /s/ Mark E. Speese
                                       ---------------------------------------
                                        Mark E. Speese
                                        President



                                    RENT-A-CENTER TEXAS, L.P.

                                    By:      Rent-A-Center, Inc.,
                                             its general partner


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


                                    RENT-A-CENTER TEXAS, L.L.C.


                                    By: /s/ James Ashworth
                                       ---------------------------------------
                                        James Ashworth
                                        President




                                      -7-





</TEXT>
</DOCUMENT>
</SUBMISSION>
