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                                                                     EXHIBIT 4.4

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                       AND RELATIVE RIGHTS AND LIMITATIONS
                                       OF
                      SERIES C CONVERTIBLE PREFERRED STOCK
                                       OF
                               RENT-A-CENTER, INC.

                                   ----------

                             PURSUANT TO SECTION 151
             OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

                                   ----------

         Rent-A-Center, Inc. (the "CORPORATION"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, does, by
its President and Chief Operating Officer, hereby certify that, pursuant to the
authority conferred upon the Board of Directors of the Corporation (the "BOARD")
by Paragraph Fourth, Section I of its Certificate of Incorporation, and pursuant
to the provisions of Section 151 of the General Corporation Law of the State of
Delaware, the Board, at a meeting of the Board held on April 25, 2003, duly
adopted the following resolutions establishing the rights, preferences,
privileges and restrictions of a series of preferred stock of the Corporation,
which resolutions remain in full force and effect as of the date hereof:

         RESOLVED, that pursuant to Paragraph Fourth, Section I of the
Certificate of Incorporation, there is hereby authorized such series of
preferred stock on the terms and with the provisions herein set forth:

1.       Certain Definitions.

         Unless the context otherwise requires, the terms defined in this
Section 1 shall have, for all purposes of this resolution, the meanings
specified (with terms defined in the singular having comparable meanings when
used in the plural).

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


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         Change of Control. The term "Change of Control" shall mean the
occurrence of any one of the following events: (I) the acquisition after the
Initial Series C Issue Date, in one or more transactions, of beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) by (i) any
person or entity (other than any Permitted Holder) or (ii) any group of persons
or entities (excluding any Permitted Holders) who constitute a group (within the
meaning of Section 13(d)(3) of the Exchange Act), in either case, of any
securities of the Corporation such that, as a result of such acquisition, such
person, entity or group beneficially owns (within the meaning of Rule 13d-3
under the Exchange Act), directly or indirectly, 40% or more of the then
outstanding voting securities entitled to vote on a regular basis for a majority
of the Board of Directors of the Corporation (but only to the extent that such
beneficial ownership is not shared with any Permitted Holder who has the power
to direct the vote thereof), provided, however, that no such Change of Control
shall be deemed to have occurred if (A) the Permitted Holders beneficially own,
in the aggregate, at such time, a greater percentage of such voting securities
than such other person, entity or group or (B) at the time of such acquisition,
the Permitted Holders (or any of them) possess the ability (by contract or
otherwise) to elect, or cause the election of, a majority of the members of the
Corporation's Board of Directors; (II) the acquisition by any person of all or
substantially all of the assets of the Corporation; (III) the determination by
the Corporation's Board of Directors to recommend the acceptance of any proposal
set forth in a tender offer statement or proxy statement filed by any person
with the Securities and Exchange Commission which indicates the intention on the
part of that person to acquire, or acceptance of which would otherwise have the
effect of that person acquiring, control of the Corporation; or (IV) upon, other
than as a result of the death or disability of one or more of the directors
within a three-month period, a majority of the members of the Board of Directors
of the Corporation for any period of three consecutive months not being persons
who (a) had been directors of the Corporation for at least the preceding 24
consecutive months or are Initial Holder Nominees, or (b) when they initially
were elected to the Board of Directors of the Corporation, (x) were nominated
(if they were elected by the stockholders) or elected (if they were elected by
the directors) with the affirmative concurrence of 66-2/3% of the directors who
were Continuing Directors at the time of the nomination or election by the Board
of Directors of the Corporation and (y) were not elected as a result of an
actual or threatened solicitation of proxies or consents by a person other than
the Board or an agreement intended to avoid or settle such a proxy solicitation
(the directors described in clauses (a) and (b) of this subsection (IV) being
"Continuing Directors"); provided, however, that no Change of Control shall be
deemed to have occurred by virtue of any merger of the Corporation with any
wholly owned subsidiary of the Corporation or any merger of two wholly owned
subsidiaries of the Corporation if, in any such merger, the proportionate
ownership interests of the stockholders of the Corporation remain unchanged.

         Common Stock. The term "Common Stock" shall mean the common stock, par
value $.01 per share, of the Corporation.

         Conversion Date. The term "Conversion Date" shall have the meaning set
forth in Section 8(c) below, as applicable.

         Conversion Price. The term "Conversion Price" shall have the meaning
set forth in Section 8(d) below.


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<PAGE>

         Convertible Securities. The term "Convertible Securities" shall have
the meaning set forth in Section 8(f)(iii).

         Corporation Notice. The term "Corporation Notice" shall have the
meaning set forth in Section 5(b)(ii)(A) below.

         Current Market Price. The term "Current Market Price" shall mean the
current market price of the Common Stock as computed in accordance with Section
8(f)(xi) below.

         Dividend Payment Date. The term "Dividend Payment Date" shall have the
meaning set forth in Section 3(a) below.

         Dividend Rate. The term "Dividend Rate" shall have the meaning set
forth in Section 3(a) below.

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

         Initial Date. The term "Initial Date" shall mean August 5, 1998.

         Initial Holder Nominee. The term "Initial Holder Nominee" shall mean
any person nominated by the Initial Holders or any of their Permitted
Transferees to serve as a director on the Corporation's Board of Directors.

         Initial Holders. The term "Initial Holders" shall mean Apollo
Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P.

         Initial Series C Issue Date. The term "Initial Series C Issue Date"
shall mean the date that shares of Series C Preferred Stock are first issued by
the Corporation.

         IRR. The term "IRR" shall have the meaning set forth in Section
4(c)(ix) below.

         Junior Stock. The term "Junior Stock" shall mean any stock of the
Corporation, other than the Common Stock, ranking junior to the Series C
Preferred Stock as to dividends and upon liquidation.

         Laws. The term "Laws" shall have the meaning set forth in Section 8(c)
below.

         Liquidation. The term "Liquidation" shall mean any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary;
provided, that neither the voluntary sale, conveyance, exchange or transfer (for
cash, shares of stock, securities or other consideration) of all or
substantially all of the property or assets of the Corporation, nor the
consolidation or merger of the Corporation with one or more other entities,
shall, by itself, be deemed a Liquidation.

         Liquidation Preference Amount. The term "Liquidation Preference Amount"
shall mean an amount equal to the sum of (i) $1,000 per share of Series C
Preferred Stock, plus (ii)



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<PAGE>

all accrued and unpaid dividends thereon calculated in accordance with Sections
3(a) and 3(b) hereof.

         Permitted Holder. The term "Permitted Holder" shall mean (i) the
Initial Holders or any entity controlled by either of the Initial Holders or any
of the partners of the Initial Holders, (ii) an employee benefit plan of the
Corporation or any subsidiary of the Corporation, or any participant therein,
(iii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Corporation or any of its subsidiaries or (iv) any Permitted
Transferee of any of the foregoing persons.

         Permitted Transferee. The term "Permitted Transferee" shall mean, with
respect to any Person, (i) any officer, director or partner of, or Person
controlling, such Person, (ii) any other Person that is (x) an Affiliate of the
general partner(s), investment manager(s) or investment advisor(s) of such
Person, (y) an Affiliate of such Person or a Permitted Transferee of an
Affiliate or (z) an investment fund, investment account or investment entity
whose investment manager, investment advisor or general partner thereof is such
Person or a Permitted Transferee of such Person or (iii) if a Permitted
Transferee of a Person set forth in the foregoing clauses (i) and (ii) is an
individual, (x) any spouse or issue of such individual, or any trust solely for
the benefit of such individual, spouse or issue, and (y) upon such individual's
death, any Person to whom Shares are transferred in accordance with the laws of
descent and/or testamentary distribution, in each case in a bona fide
distribution or other transaction not intended to avoid the provisions of this
Agreement.

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

         Quarterly Dividend Period. The term "Quarterly Dividend Period" shall
have the meaning set forth in Section 3(a) below.

         Quoted Price. The term "Quoted Price" shall have the meaning set forth
in Section 8(f)(xi) below.

         Redemption Date. The term "Redemption Date" shall have the meaning set
forth in Section 5(a)(ii) below.

         Redemption Event. A Redemption Event will be deemed to occur at the
earliest of (i) the date upon which there is a Change of Control of the
Corporation, (ii) the date upon which the Corporation's Common Stock is not
listed for trading on a United States national securities exchange or the NASDAQ
National Market System, or (iii) the eleventh anniversary of the Initial Date.

         Redemption Price. The term "Redemption Price" shall have the meaning
set forth in Section 5(a)(i) below.

         Repurchase Date. The term "Repurchase Date" shall have the meaning set
forth in Section 5(b)(i) below.


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         Repurchase Price. The term "Repurchase Price" shall have the meaning
set forth in Section 5(b)(i) below.

         Securities Act. The term "Securities Act" shall mean the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder.

         Series A Preferred Stock. The term "Series A Preferred Stock" shall
mean the Series A preferred stock, par value $.01, issued on the Initial Date
and shares of Series A preferred stock, $.01 par value of the Corporation for
which such shares were directly or indirectly exchanged.

         Series C Preferred Stock. The term "Series C Preferred Stock" shall
mean the Series C Convertible Preferred Stock authorized hereby.

         Trading Days. The term "Trading Days" shall have the meaning set forth
in Section 8(f)(xi) below.

2.       Designation.

         The series of preferred stock authorized hereby shall be designated as
the "Series C Convertible Preferred Stock." The number of shares constituting
such series shall initially be One Hundred (100). The par value of the Series C
Preferred Stock shall be $.01 per share.

3.       Dividends.

         (a) The holders of the shares of Series C Preferred Stock shall be
entitled to receive cumulative quarterly dividends at a dividend rate equal to
3 3/4% per annum (the "DIVIDEND RATE") computed on the basis of $1,000 per
share, when and as declared by the Board of Directors of the Corporation, out of
funds legally available for the payment of dividends; provided, however, for the
period commencing with the Initial Series C Issue Date and ending on August 4,
2003, payments of dividends may be made, at the election of the Corporation,
either (i) in cash or (ii) by issuing a number of additional fully paid and
nonassessable shares (and/or fractional shares) of Series C Preferred Stock for
each such share (or fractional share) of Series C Preferred Stock then
outstanding determined by dividing (x) the dividend then payable on each such
share (or fractional share) of Series C Preferred Stock (expressed as a dollar
amount) by (y) 1,000. Quarterly dividend periods (each a "QUARTERLY DIVIDEND
PERIOD") shall commence on January 1, April 1, July 1 and October 1, in each
year, except that the first Quarterly Dividend Period shall commence on the date
of issuance of the Series C Preferred Stock, and shall end on and include the
day immediately preceding the first day of the next Quarterly Dividend Period.
Dividends on the shares of Series C Preferred Stock shall be payable on March
31, June 30, September 30, and December 31 of each year (a "DIVIDEND PAYMENT
DATE"), commencing September 30, 2003. Each such dividend shall be paid to the
holders of record of the Series C Preferred Stock as they shall appear on the
stock register of the Corporation on such record date, not exceeding 45 days nor
less than 10 days preceding such Dividend Payment Date, as shall be fixed by the
Board of Directors of the Corporation or a duly authorized committee thereof.

         Notwithstanding the foregoing paragraph, no dividend shall be paid or
accrued for any Quarterly Dividend Period in which the Current Market Price as
of the related Dividend Payment


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Date is equal to or greater than the Conversion Price accumulated forward from
the Initial Date to such Dividend Payment Date at a compound annual growth rate
of Twenty-Five Percent (25%) per annum compounded quarterly.

         If, on any Dividend Payment Date, the full dividends provided for in
this Section 3(a) are not declared or paid to the holders of the Series C
Preferred Stock, whether in cash or in additional shares of Series C Preferred
Stock, then such dividends shall cumulate, with additional dividends thereon,
compounded quarterly, at the Dividend Rate applicable to the Series C Preferred
Stock as provided in this Section 3(a), for each succeeding full Quarterly
Dividend Period during which such dividends shall remain unpaid. In the event
the Corporation elects to pay dividends in additional shares of Series C
Preferred Stock, the Corporation shall on the Dividend Payment Date deliver to
the holders certificates representing such shares.

         Notwithstanding anything to the contrary herein, in the event any
conversion, redemption or liquidation occurs as of a date other than on a
Dividend Payment Date, the holders of Series C Preferred Stock shall be paid a
pro rata dividend equal to the dividend payable for that Quarterly Dividend
Period multiplied by a fraction, the numerator of which is the number of days
that have elapsed since the last Dividend Payment Date and the denominator of
which is the number of days in the Quarterly Dividend Period in which the
conversion, redemption or liquidation occurs.

         (b) The amount of any dividends accrued on any share of the Series C
Preferred Stock on any Dividend Payment Date shall be deemed to be the amount of
any unpaid dividends accumulated thereon to and including such Dividend Payment
Date, whether or not earned or declared. The amount of dividends accrued on any
share of the Series C Preferred Stock on any date other than a Dividend Payment
Date shall be deemed to be the sum of (i) the amount of any unpaid dividends
accumulated thereon to and including the last preceding Dividend Payment Date,
whether or not earned or declared, and (ii) an amount determined by multiplying
(x) the Dividend Rate by (y) a fraction, the numerator of which shall be the
number of days from the last preceding Dividend Payment Date to and including
the date on which such calculation is made and the denominator of which shall be
the full number of days in such Quarterly Dividend Period.

         (c) Immediately prior to authorizing or making any distribution in
redemption or liquidation with respect to the Series C Preferred Stock (other
than a purchase or acquisition of Series C Preferred Stock pursuant to a
purchase or exchange offer made on the same terms to holders of all outstanding
Series C Preferred Stock), the Board of Directors shall, to the extent of any
funds legally available therefor, declare a dividend in cash on the Series C
Preferred Stock payable on the distribution date in an amount equal to any
accrued and unpaid dividends on the Series C Preferred Stock as of such date.

4.       Voting Rights.

         (a) Except as otherwise required by law or as set forth herein, the
shares of Series C Preferred Stock shall be entitled to vote together with the
shares of voting Common Stock as one class at all annual and special meetings of
stockholders of the Corporation, and to act by written consent in the same
manner as the Common Stock, upon the following basis: each holder of Series C
Preferred Stock shall be entitled to such number of votes for the Series C
Preferred


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Stock held by the holder on the record date fixed for such meeting, or on the
effective date of such written consent, as shall be equal to the number of whole
shares of Common Stock into which all of such holder's shares of Series C
Preferred Stock are convertible immediately after the close of business on the
record date fixed for such meeting or the effective date of such written
consent.

         (b) If an Initial Holder Nominee(s) serves on the Board of Directors of
the Corporation, each of the Finance Committee, the Audit Committee and the
Compensation Committee, and in the event the Corporation establishes an
Executive Committee of the Board of Directors, the Executive Committee, of the
Board of Directors shall have at least one Initial Holder Nominee as a member.
Notwithstanding anything to the contrary contained herein, the provisions of
this Section 4(b) shall inure only to the benefit of the Initial Holders and
their Permitted Transferees, and any shares of Series C Preferred Stock
subsequently transferred by the Initial Holders to any Person other than one of
their Permitted Transferees shall not be entitled to the benefits of this
Section 4(b).

         (c) While any shares of Series C Preferred Stock are outstanding, the
Corporation will not, directly or indirectly, including through a merger or
consolidation with any other corporation or otherwise, without approval of
holders of at least a majority of the outstanding shares of Series C Preferred
Stock, voting separately as a class, (i) increase the number of authorized
shares of Series C Preferred Stock or authorize the issuance or issue of any
shares of Series C Preferred Stock other than to existing holders of Series C
Preferred Stock, (ii) issue any new class or series of equity security or issue
any additional shares of Series A Preferred Stock, (iii) amend, alter or repeal,
in any manner whatsoever, the designations, preferences and relative rights and
limitations and restrictions of the Series C Preferred Stock; (iv) amend, alter
or repeal any of the provisions of the Certificate of Incorporation or Bylaws of
the Corporation in a manner that would negatively impact the holders of the
Series C Preferred Stock, including (but not limited to) any amendment that is
in conflict with the approval rights set forth in this Section 4; (v) directly
or indirectly, redeem, purchase or otherwise acquire for value (including
through an exchange), or set apart money or other property for any mandatory
purchase or other analogous fund for the redemption, purchase or acquisition of
any shares of Common Stock or Junior Stock, declare or pay any dividend or make
any distribution (whether in cash, shares of capital stock of the Corporation,
or other property) on shares of Common Stock or Junior Stock; (vi) cause the
number of directors of the Corporation to be greater than eight (8); (vii) enter
into any agreement or arrangement with or for the benefit of any Person who is
an Affiliate of the Corporation with a value in excess of $5 million in a single
transaction or a series of related transactions; (viii) effect a voluntary
liquidation, dissolution or winding up of the Corporation; (ix) sell or agree to
sell all or substantially all of the assets of the Corporation, unless such
transaction (1) is a sale for cash and (2) results in an internal rate of return
("IRR") of 30% compounded quarterly or greater to the holders of the Series C
Preferred Stock with respect to each share of Series A Preferred Stock issued on
the Initial Date (and any share of Series C Preferred Stock for which the
Initial Holder may have exchanged such share of Series A Preferred Stock); or
(x) enter into any merger or consolidation or other business combination
involving the Corporation (except a merger of a wholly-owned subsidiary of the
Corporation into the Corporation in which the Corporation's capitalization is
unchanged as a result of such merger) unless such transaction (1) is for cash
and (2) results in an IRR of 30% compounded quarterly or greater to the holder
of the Series C Preferred Stock with respect to each share of



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Series A Preferred Stock issued on the Initial Date (and any share of Series C
Preferred Stock for which the Initial Holder may have exchanged such share of
Series A Preferred Stock).

         (d) While any shares of Series C Preferred Stock are outstanding, the
Corporation will not, directly or indirectly, without the majority affirmative
vote of the Finance Committee, issue debt securities of the Corporation with a
value in excess of $10 million (including any refinancing of existing
indebtedness).

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

5.       Redemption.

         (a) Optional Redemption.

                  (i) Optional Redemption by the Corporation.

                           (A) The Corporation by resolution of its Board of
Directors may redeem the Series C Preferred Stock, in whole or in part, at any
time. The redemption price per share (the "REDEMPTION PRICE") for such shares of
Series C Preferred Stock so redeemed shall equal 105% of the Liquidation
Preference Amount on the Redemption Date (as defined below).

                           (B) Notwithstanding the forgoing Section 5(a)(i)(A),
an Initial Holder shall be entitled to reserve from redemption by the
Corporation pursuant to Section 5(a)(i)(A) one share of the Series C Preferred
Stock until such time as the Initial Holders and their Permitted Transferees
collectively shall own less than 33 1/3% of the Shares issued to the Initial
Holders on the Initial Date. For the purposes of this Section 5(a)(i)(B),
"SHARES" shall mean shares of the Common Stock, Series A Preferred Stock and
Series C Preferred Stock and the preceding percentage shall be calculated as if
each of the Shares had been exchanged or converted into shares of Common Stock
immediately prior to each such calculation regardless of the existence of any
restrictions on such exchange or conversion.

                           (C) In the event that at any time less than all of
the Series C Preferred Stock outstanding is to be redeemed, the shares to be
redeemed will be selected pro rata. Notwithstanding anything to the contrary,
the Corporation may not redeem less than all of the Series C Preferred Stock
outstanding unless all accrued and unpaid dividends have been paid on all then
outstanding shares of Series C Preferred Stock.

                  (ii) Notice of Redemption. Notice of any redemption pursuant
to this Section 5(a) shall be mailed, postage prepaid, at least 30 days but not
more than 60 days prior to the date



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of redemption specified in such notice (the "REDEMPTION DATE") to each holder of
record of the Series C Preferred Stock to be redeemed at its address as the same
shall appear on the stock register of the Corporation. Each such notice shall
state: (A) the Redemption Date, (B) the place or places where certificates for
such shares of Series C Preferred Stock are to be surrendered for payment, (C)
the Redemption Price and (D) that unless the Corporation defaults in making the
redemption payment, dividends on the shares of Series C Preferred Stock called
for redemption shall cease to accrue on and after the Redemption Date. If less
than all the shares of the Series C Preferred Stock owned by such holder are
then to be redeemed, such notice shall also specify the number of shares thereof
which are to be redeemed and the numbers of the certificates representing such
shares.

                  (iii) No Preclusion of Conversion. Nothing in this Section
5(a) shall be construed to preclude a holder of Series C Preferred Stock from
converting any or all of its shares of Series C Preferred Stock in accordance
with Section 8 at any time prior to the Redemption Date.

         (b) Mandatory Redemption.

                  (i) Right to Require Redemption. If at any time there shall
occur any Redemption Event of the Corporation, then each holder of Series C
Preferred Stock shall have the right, at such holder's option, to require the
Corporation to redeem, and upon the exercise of such right the Corporation shall
redeem, all or any part of such holder's Series C Preferred Stock on the date
(the "REPURCHASE DATE") that is 45 days after the date of the Corporation Notice
(as defined below). The redemption price per share (the "REPURCHASE PRICE") for
such shares of Series C Preferred Stock so redeemed shall equal the Liquidation
Preference Amount on the Repurchase Date.

                  (ii) Notices; Method of Exercising Redemption Right, etc.

                           (A) Unless the Corporation shall have theretofore
called for redemption all the Series C Preferred Stock then outstanding pursuant
to Section 5(a) hereof, within 15 days after the occurrence of a Redemption
Event, the Corporation shall mail to all holders of record of the Series C
Preferred Stock a notice (the "CORPORATION Notice") of the occurrence of the
Redemption Event and of the redemption right set forth herein arising as a
result thereof. Each Corporation Notice of a redemption right shall state: (I)
the Repurchase Date; (II) the date by which the redemption right must be
exercised; (III) the Repurchase Price; (IV) a description of the procedure which
a holder must follow to exercise a redemption right including a form of the
irrevocable written notice referred to in Section 5(b)(ii)(B) hereof, and (V)
the place or places where such Series C Preferred Stock may be surrendered for
redemption.

                           No failure of the Corporation to give the foregoing
notices or any defect therein shall limit any holder's right to exercise a
redemption right or affect the validity of the proceedings for the redemption of
Series C Preferred Stock.

                           (B) To exercise a redemption right, a holder must
deliver to the Corporation on or before the 15th day after the date of the
Corporation Notice (i) irrevocable written notice of the holder's exercise of
such rights, which notice shall set forth the name of the



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holder, the amount of the Series C Preferred Stock to be redeemed, a statement
that an election to exercise the redemption right is being made thereby, and
(ii) the Series C Preferred Stock with respect to which the redemption right is
being exercised, duly endorsed for transfer to the Corporation. Such written
notice shall be irrevocable. Subject to the provisions of paragraph (D) below,
Series C Preferred Stock surrendered for redemption together with such
irrevocable written notice shall cease to be convertible from the date of
delivery of such notice. If the Repurchase Date falls after the record date and
before the following Dividend Payment Date, any Series C Preferred Stock to be
redeemed must be accompanied by payment of an amount equal to the dividends
thereon which the registered holder thereof is to receive on such Dividend
Payment Date, and, notwithstanding such redemption, such dividend payment will
be made by the Corporation to the registered holder thereof on the applicable
record date; provided that any quarterly payment of dividends becoming due on
the Repurchase Date shall be payable to the holders of such Series C Preferred
Stock registered as such on the relevant record date subject to the terms of
Section 3(b) hereof.

                           (C) In the event a redemption right shall be
exercised in accordance with the terms hereof, the Corporation shall pay or
cause to be paid the Repurchase Price in cash, to the holder on the Repurchase
Date.

                           (D) If any Series C Preferred Stock surrendered for
redemption shall not be so redeemed on the Repurchase Date, such Series C
Preferred Stock shall be convertible at any time from the Repurchase Date until
redeemed and, until redeemed, continue to accrue dividends to the extent
permitted by applicable law from the Repurchase Date at the same rate borne by
such Series C Preferred Stock. The Corporation shall pay to the holder of such
Series C Preferred Stock the additional amounts arising from this Section
5(b)(ii)(D) hereof at the time that it pays the Repurchase Price, and if
applicable such Series C Preferred Stock shall remain convertible into Common
Stock until the Repurchase Price plus any additional amounts owing on such
Series C Preferred Stock shall have been paid or duly provided for.

                           (E) Any Series C Preferred Stock which is to be
redeemed only in part shall be surrendered at any office or agency of the
Corporation designated for that purpose pursuant to Section 5(b)(ii)(A)(V)
hereof and the Corporation shall execute and deliver to the holder of such
Series C Preferred Stock without service charge, a new certificate or
certificates representing the Series C Preferred Stock, of any authorized
denomination as requested by such holder, in aggregate amount equal to and in
exchange for the unredeemed portion of the Series C Preferred Stock so
surrendered.

6.       Priority.

         (a) Priority as to Dividends. Holders of shares of the Series C
Preferred Stock shall be entitled to receive the dividends provided for in
Section 3 hereof in preference to and in priority over any dividends upon any
Junior Stock or Common Stock.

7.       Liquidation Preference.

         (a) In the event of any Liquidation, holders of the Series C Preferred
Stock will be entitled to receive out of the assets of the Corporation whether
such assets are capital or surplus



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and whether or not any dividends as such are declared, the Liquidation
Preference Amount to the date fixed for distribution, and no more, before any
distribution shall be made to the holders of Junior Stock or Common Stock with
respect to the distribution of assets. If the assets of the Corporation are not
sufficient to pay in full the Liquidation Preference Amount to the holders of
outstanding shares of the Series C Preferred Stock, then the holders of all such
shares shall share ratably in such distribution of assets in accordance with the
amount which would be otherwise payable on such distribution to the holders of
Series C Preferred Stock were such Liquidation Preference Amount paid in full.
Except as provided, in this Section 7(a), in the event of any Liquidation of the
Corporation, the holders of shares of Series C Preferred Stock shall not be
entitled to any additional payments.

         (b) The consolidation or merger of the Corporation with or into such
corporation or corporations shall not itself be deemed to be a Liquidation of
the Corporation within the meaning of this Section 7.

         (c) Written notice of any Liquidation of the Corporation, stating a
payment date and the place where the distributive amounts shall be payable,
shall be given by mail, postage prepaid, not less than 30 days prior to the
payment date stated therein, to the holders of record of the Series C Preferred
Stock at their respective addresses as the same shall appear on the books of the
Corporation.

8.       Conversion.

         (a) Each share of Series C Preferred Stock shall be convertible at any
time and from time to time, at the option of the holder thereof into validly
issued, fully paid and nonassessable shares of Common Stock, in an amount
determined in accordance with Section 8(d) below.

         (b) Immediately following the conversion of Series C Preferred Stock
into Common Stock on the Conversion Date (i) such converted shares of Series C
Preferred Stock shall be deemed no longer outstanding and (ii) the Persons
entitled to receive the Common Stock upon the conversion of such converted
Series C Preferred Stock shall be treated for all purposes as having become the
owners of record of such Common Stock. Upon the issuance of shares of Common
Stock upon conversion of Series C Preferred Stock pursuant to this Section 8,
such shares of Common Stock shall be deemed to be duly authorized, validly
issued, fully paid and nonassessable. Notwithstanding anything to the contrary
in this Section 8, any holder of Series C Preferred Stock may convert shares of
such Series C Preferred Stock into Common Stock in accordance with Section 8 on
a conditional basis, such that such conversion will not take effect unless
conditions set forth in Section 8(c) are satisfied, and the Corporation shall
make such arrangements as may be necessary or appropriate to allow such
conditional conversion and to enable the holder to satisfy such other
conditions.

         (c) To convert Series C Preferred Stock into Common Stock at the option
of the holder pursuant to Section 8(a), a holder must give written notice to the
Corporation at its principal office that such holder elects to convert Series C
Preferred Stock into Common Stock, and the number of shares to be converted.
Such conversion, to the extent permitted by law, regulation, rule or other
requirement of any governmental authority (collectively, "LAWS") and the
provisions hereof, including but not limited to Section 5(a)(iii), shall be
deemed to have been



                                       11
<PAGE>

effected as of the close of business on the date on which the holder delivers
such notice to the Corporation (such date is referred to herein as the
"CONVERSION DATE" for purposes of any conversion of Series C Preferred Stock
pursuant to Section 8(a)). Promptly thereafter the holder shall (i) surrender
the certificate or certificates evidencing the shares of Series C Preferred
Stock to be converted, duly endorsed in a form reasonably satisfactory to the
Corporation, at the office of the Corporation or of the transfer agent for the
Series C Preferred Stock, (ii) state in writing the name or names in which the
certificate or certificates for shares of Common Stock are to be issued, (iii)
provide evidence reasonably satisfactory to the Corporation that such holder has
satisfied any conditions, contained in any agreement or any legend on the
certificates representing the Series C Preferred Stock, relating to the transfer
thereof, if shares of Common Stock are to be issued in a name or names other
than the holder's, and (iv) pay any transfer or similar tax if required as
provided in Section 8(k) below. As soon as practical following receipt of the
foregoing, the Corporation shall deliver to such former holder of Series C
Preferred Stock, a certificate representing the shares of Common Stock issued
upon the conversion, together with a new certificate representing the
unconverted portion, if any, of the shares of Series C Preferred Stock formerly
represented by the certificate or certificates surrendered for conversion.

         (d) For the purposes of the conversion of Series C Preferred Stock into
Common Stock pursuant to Section 8(a), each share of Series C Preferred Stock
shall be convertible into the number of shares of Common Stock equal to the
Liquidation Preference Amount divided by the Conversion Price in effect on the
Conversion Date. The number of full shares of Common Stock issuable to a single
holder upon conversion of the Series C Preferred Stock shall be based on the
aggregate Liquidation Preference Amount of all shares of Series C Preferred
Stock owned by such holder. The Conversion Price initially shall be equal to
$27.935. In order to prevent dilution of the conversion rights granted
hereunder, the Conversion Price shall be subject to adjustment from time to time
in accordance with Sections 8(f) and 8(i) below.

         (e) If the Corporation shall at any time subdivide, by stock split,
reclassification or otherwise, the outstanding shares of Common Stock or shall
issue a dividend on its outstanding Common Stock payable in capital stock, the
Conversion Price in effect immediately prior to such subdivision or the issuance
of such dividend shall be proportionately decreased, and in case the Corporation
shall at any time combine, by stock split, reclassification or otherwise, the
outstanding shares of Common Stock, the Conversion Price in effect immediately
prior to such combination shall be proportionately increased, effective at the
close of business on the date of such subdivision, dividend, combination or
other event, as the case may be.

         (f) The number of shares issuable upon conversion and the Conversion
Price (and each component thereof) are subject to adjustment by the Corporation
from time to time upon the occurrence of the events enumerated in this Section
8.

                  (i) Changes in Capital Stock.

                           (A) If the Corporation (i) pays a dividend or makes a
distribution on its Common Stock in shares of its Common Stock, (ii) subdivides
its outstanding shares of Common Stock into a greater number of shares, (iii)
combines its outstanding shares of Common Stock into a smaller number of shares,
(iv) makes a distribution on its Common Stock in shares of its capital stock
other than Common Stock or (v) issues by reclassification of its Common Stock
any



                                       12
<PAGE>

shares of its capital stock, then the Conversion Price (and each component
thereof) in effect immediately prior to such action shall be proportionately
adjusted so that each holder of shares of Series C Preferred Stock may receive
the aggregate number and kind of shares of capital stock of the Corporation
which such holder would have owned immediately following such action if such
holder had converted all of his shares of Series C Preferred Stock into Common
Stock immediately prior to such action.

                           (B) The adjustment shall become effective immediately
after the record date in the case of a dividend or distribution and immediately
after the effective date in the case of a subdivision, combination or
reclassification.

                           (C) If after an adjustment a holder of shares of
Series C Preferred Stock upon conversion may receive shares of two or more
classes of capital stock of the Corporation, the Corporation shall determine the
allocation of the adjusted Conversion Price between the classes of capital
stock. After such allocation, the conversion privilege and the Conversion Price
of each class of capital stock shall thereafter be subject to adjustment on
terms comparable to those applicable to Common Stock in this Section 8(f)(i).

                           (D) Any adjustments made pursuant to this Section
8(f)(i) shall be made successively.

                  (ii) Common Stock Issue.

                           (A) If the Corporation issues any additional shares
of Common Stock for a consideration per share less than the Current Market Price
(as hereinafter defined) on the date the Corporation fixes the offering price of
such additional shares, the Conversion Price shall be adjusted as set forth
below, such that a holder of shares of Series C Preferred Stock, upon conversion
of his shares of Series C Preferred Stock into shares of Common Stock, shall
have the right to receive that number of shares of Common Stock which, after
giving effect to the following adjustment, such holder would receive if such
holder elected to convert his shares of Series C Preferred Stock into Common
Stock. The Conversion Price shall be adjusted to the number determined by
multiplying the Conversion Price in effect immediately prior to such issuance or
sale by a fraction, the numerator of which shall be the sum of (i) the number of
shares of Common Stock outstanding immediately prior to the issuance or sale of
such additional shares of Common Stock plus (ii) the number of such additional
shares which the aggregate consideration received (or by express provision
hereof deemed to have been received) by the Corporation for such additional
shares so issued or sold would purchase at a consideration per share equal to
the Current Market Price, and the denominator of which shall be the number of
shares of Common Stock outstanding immediately after the issuance or sale of
such additional shares of Common Stock. For the purposes of this Section
8(f)(ii), the date as of which the Current Market Price shall be determined
shall be the date of the actual issuance or sale of such shares.

                           (B) The adjustment shall be made successively
whenever any such issuance is made, and shall become effective immediately after
such issuance.



                                       13
<PAGE>


                           (C) This Section 8(f)(ii) does not apply to: (i) any
of the transactions described in Sections 8(f)(iii) and 8(f)(iv); (ii) the
conversion of the shares of Series C Preferred Stock; and (iii) any shares
issued under the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive
Plan, and any other such plans adopted by the Board of Directors.

                  (iii) Rights Issue.

                           (A) If the Corporation issues or sells any warrants
or options or other rights entitling the holders of Common Stock to subscribe
for or purchase either any additional shares of Common Stock or evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable, with or without payment of additional consideration in cash or
property, for additional shares of Common Stock (such convertible or,
exchangeable evidence of indebtedness, shares of stock or other securities
hereinafter being called "CONVERTIBLE SECURITIES"), and the consideration per
share for which additional shares of Common Stock may at any time thereafter be
issuable pursuant to such warrants, options or other rights or pursuant to the
terms of such Convertible Securities (when added to the consideration per share
of Common Stock, if any, received for such warrants, options or other rights),
shall be less than the Current Market Price at the time of the issuance of the
warrants, options or other rights, then the Conversion Price shall be adjusted
as provided below, such that a holder of shares of the Series C Preferred Stock,
upon conversion of his shares of Series C Preferred Stock into shares of Common
Stock, shall have the right to receive that number of shares of Common Stock
which, after giving effect to the following adjustment, such holder would
receive if such holder elected to convert his shares of Series C Preferred Stock
into Common Stock. The Conversion Price shall be adjusted to the number
determined by multiplying the current Conversion Price by a fraction, (A) the
numerator of which shall be the sum of (i) the number of shares of Common Stock
outstanding on the record date plus (ii) the quotient of (x) the number of
additional shares of Common Stock covered by such warrants, options or rights,
multiplied by the sales price per share of additional shares covered by such
warrants, options or other rights, divided by (y) the Current Market Price per
share of Common Stock on the record date, and (B) the denominator of which shall
be the sum of (i) the number of shares of Common Stock outstanding on the record
date and (ii) the number of additional shares of Common Stock covered by such
warrants, options or other rights. For purposes of this Section 8(f)(iii), the
foregoing adjustment shall be made on the basis that (i) the maximum number of
additional shares of Common Stock issuable pursuant to all such warrants,
options or other rights or necessary to effect the conversion or exchange of all
such Convertible Securities shall be deemed to have been issued and (ii) the
aggregate consideration for such maximum number of additional shares shall be
deemed to be the minimum consideration received and receivable by the
Corporation for the issuance of such additional shares (plus the consideration,
if any, received for such warrants, options or other rights) pursuant to such
warrants, options or other rights or pursuant to the terms of such Convertible
Securities.

                           (B) The adjustment shall be made successively
whenever any such warrants, options or other rights are issued and shall become
effective immediately after the record date for the determination of
shareholders entitled to receive the warrants, options or other rights.



                                       14
<PAGE>

                           (C) This Section 8(f)(iii) does not apply to: (i) the
conversion of the shares of Series C Preferred Stock; and (ii) any shares issued
under the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan, and
any other such plans adopted by the Board of Directors.

                  (iv) Convertible Securities Issue.

                           (A) If the Corporation issues Convertible Securities
(other than securities issued in transactions described in Section 8(f)(iii))
and the consideration per share for which additional shares of Common Stock may
at any time thereafter be issuable pursuant to the terms of such Convertible
Securities is less than the Current Market Price on the date of issuance of such
securities, the Conversion Price shall be adjusted as provided below, such that
a holder of shares of Series C Preferred Stock, upon conversion of his shares of
Series C Preferred Stock into shares of Common Stock, shall have the right to
receive that number of shares of Common Stock which, after giving effect to the
following formula, such holder would receive if such holder elected to convert
his shares of Series C Preferred Stock into Common Stock. The Conversion Price
shall be adjusted to the number determined by multiplying the current Conversion
Price by a fraction, (A) the numerator of which shall be the sum of (i) the
number of shares of Common Stock outstanding immediately prior to the issuance
of such securities and (ii) the quotient of (x) the aggregate consideration
received for the issuance of such securities, divided by (y) the Current Market
Price per share on the date of issuance of such securities and (B) the
denominator of which shall be the sum of (i) the number of shares of Common
Stock outstanding immediately prior to the issuance of such securities and (ii)
the maximum number of shares deliverable upon conversion or in exchange for such
securities at the initial conversion or exchange rate. The adjustment shall be
made on the basis that (i) the maximum number of additional shares of Common
Stock necessary to effect the conversion or exchange of all such Convertible
Securities shall be deemed to have been issued and (ii) the aggregate
consideration for such maximum number of additional shares of Common Stock shall
be deemed to be the minimum consideration received and receivable by the
Corporation for the issuance of such additional shares pursuant to the terms of
such Convertible Securities. No adjustment of the Conversion Price shall be made
under this Section 8(f)(iv) upon the issuance of any Convertible Securities
which are issued pursuant to the exercise of any warrants or other subscription
or purchase rights therefor, if such adjustment shall previously have been made
upon the issuance of such warrants or other rights pursuant to Section
8(f)(iii).

                           (B) The adjustment shall be made successively
whenever any such issuance is made, and shall become effective immediately after
such issuance.

                           (C) This Section 8(f)(iv) does not apply to: (i) the
conversion of the shares of Series C Preferred Stock and (ii) any shares issued
under the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan, and
any other such plans adopted by the Board of Directors.

                  (v) Conversion Price Date. For purposes of Sections 8(f)(iii)
and 8(f)(iv), the date as of which the Conversion Price shall be computed shall
be the earliest of (i) the date on which the Corporation shall take a record of
the holders of its Common Stock for the purpose of entitling them to receive any
warrants or other rights referred to in Section 8(f)(iii) or to receive



                                       15
<PAGE>

any Convertible Securities, (ii) the date on which the Corporation shall enter
into a firm contract for the issuance of such warrants or other rights or
Convertible Securities or (iii) the date of the actual issuance of such warrants
or other rights or Convertible Securities.

                  (vi) No Compound Adjustment. No adjustment of the Conversion
Price shall be made under Section 8(f)(ii) upon the issuance of any additional
shares of Common Stock which are issued pursuant to the exercise of any warrants
or other subscription or purchase rights or pursuant to the exercise of any
conversion or exchange rights in any Convertible Securities, if such adjustment
shall previously have been made upon the issuance of such warrants or other
rights or upon the issuance of such Convertible Securities (or upon the issuance
of any warrants or other rights therefor), pursuant to Sections 8(f)(iii).

                  (vii) Readjustment. If any warrants or other rights (or any
portions thereof) which shall have given rise to an adjustment pursuant to
Section 8(f)(iii) or conversion rights pursuant to Convertible Securities which
shall have given rise to an adjustment pursuant to Section 8(f)(iv) shall have
expired or terminated without the exercise thereof and/or if by reason of the
terms of such warrants or other rights or Convertible Securities there shall
have been an increase or increases, with the passage of time otherwise, in the
price payable upon the exercise or conversion thereof, then the Conversion Price
hereunder shall be readjusted (but to no greater extent than originally
adjusted), taking into account all transactions described in Sections 8(f)(i)
through 8(f)(iv) hereof that have occurred in the interim, on the basis of (i)
eliminating from the computation any additional shares of Common Stock
corresponding to such warrants or other rights or conversion rights as shall
have expired or terminated, (ii) treating the additional shares of Common Stock,
if any, actually issued or issuable pursuant to the previous exercise of such
warrants or other rights or of conversion rights pursuant to any Convertible
Securities as having been issued for the consideration actually received and
receivable therefor and (iii) treating any of such warrants or other rights or
conversion rights pursuant to any Convertible Securities which remain
outstanding as being subject to exercise or conversion on the basis of such
exercise or Conversion Price as shall be in effect at the time; provided,
however, that any consideration which was actually received by the Corporation
in connection with the issuance or sale of such warrants or other rights shall
form part of the readjustment computation even though such warrants or other
rights shall have expired or terminated without the exercise thereof.

                  (viii) Consideration Received. To the extent that any
additional shares of Common Stock, any warrants, options or other rights to
subscribe for or purchase any additional shares of Common Stock, or any
Convertible Securities shall be issued for cash consideration, the consideration
received by the Corporation therefor shall be deemed to be the amount of the
cash received by the Corporation therefor, or, if such additional shares,
warrants, options or other rights or Convertible Securities are sold to
underwriters or dealers for public offering without a subscription offering, the
initial public offering price, in any such case excluding any amounts paid or
receivable for accrued interest or accrued dividends and without deduction of
any compensation, discounts or expenses paid or incurred by the Corporation for
and in the underwriting of, or otherwise in connection with, the issuance
thereof. If and to the extent that such issuance shall be for a consideration
other than cash, then, except as herein otherwise expressly provided, the amount
of such consideration shall be deemed to be the fair value of such consideration
at the time of such issuance as determined by the Board of Directors of the
Corporation. If additional shares of Common Stock shall be issued as part of a
unit with warrants



                                       16
<PAGE>

or other rights, then the amount of consideration for the warrant or other right
shall be deemed to be the amount determined at the time of issuance by the Board
of Directors of the Corporation. If the Board of Directors of the Corporation
shall not make any such determination, the consideration for the warrant, option
or other right shall be deemed to be zero.

                  (ix) Other Conversions. If a state of facts shall occur which,
without being specifically controlled by the provisions of this Section 8, would
not fairly protect the conversion rights of the holders of shares of Series C
Preferred Stock in accordance with the essential intent and principles of such
provisions, then the Board of Directors of the Corporation shall make an
adjustment in the application of such provisions, in accordance with such
essential intent and principles, so to protect such conversion rights.

                  (x) De Minimis Adjustment. Anything herein to the contrary
notwithstanding, no adjustment in the Conversion Price shall be required unless
such adjustment, either by itself or with other adjustments not previously made,
would require a change of at least one percent (1%) in the Conversion Price;
provided, however, that any adjustment which by reason of this Section 8(f)(x)
is not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Section 8 shall be made
to the nearest one-tenth of a cent ($.001) (rounded to the nearest cent ($.01)
with respect to any monetary amount to be actually paid) or to the nearest one
hundredth (0.01) of a share, as the case may be.

                  (xi) Current Market Price. For the purpose of any computation
hereunder, the "CURRENT MARKET PRICE" on any date will be the average of the
last reported sale prices per share (the "QUOTED PRICE") of the Common Stock on
each of the fifteen consecutive Trading Days (as defined below) preceding the
date of the computation. The Quoted Price of the Common Stock on each day will
be (A) the last reported sales price of the Common Stock on the principal stock
exchange on which the Common Stock is listed, or (B) if the Common Stock is not
listed on a stock exchange, the last reported sales price of the Common Stock on
the principal automated securities price quotation system on which sale prices
of the Common Stock are reported, or (C) if the Common Stock is not listed on a
stock exchange and sale prices of the Common Stock are not reported on an
automated quotation system, the mean of the high bid and low asked price
quotations for the Common Stock as reported by National Quotation Bureau
Incorporated if at least two securities dealers have inserted both bid and asked
quotations for the Common Stock on a day will be the Quoted Price of the Common
Stock on that day as determined by a member firm of the New York Stock Exchange,
Inc. selected by the Board of Directors. If no two securities dealers have
inserted such bid and ask quotations, or such Quoted Prices otherwise are not
available, the Current Market Price means the fair market value of the Common
Stock as of the date prior to the date on which the Current Market Price is
determined, which such fair market value shall be determined by the Board of
Directors of the Corporation. As used with regard to the Series C Preferred
Stock, the term "TRADING DAY" means (x) if the Common Stock is listed on at
least one stock exchange, a day on which there is trading on the principal stock
exchange on which the Common Stock is listed, (y) if the Common Stock is not
listed on a stock exchange, but sale prices of the Common Stock are reported on
an automated quotation system, a day on which trading is reported on the
principal automated quotation system on which sales of the Common Stock are
reported, or (z) if the Common Stock is not listed on a stock exchange



                                       17
<PAGE>

and sale prices of the Common Stock are not reported on an automated quotation
system, a day on which quotations are reported by National Quotation Bureau
Incorporated.

         (g) No fractional shares of Common Stock shall be issued upon the
conversion of Series C Preferred Stock. If any fractional interest in a share of
Common Stock would, except for the provisions of this subparagraph (g), be
deliverable upon the conversion of any Series C Preferred Stock, the Corporation
shall, in lieu of delivering the fractional share therefor, adjust such
fractional interest by payment to the holder of such converted Series C
Preferred Stock of an amount in cash equal (computed to the nearest cent) to the
Current Market Price of such fractional interest as of the end of the
Corporation's last fiscal year as determined in good faith in the sole
discretion of the Board of Directors of the Corporation.

         (h) Whenever the Conversion Price is adjusted, as herein provided, the
Corporation shall promptly mail a notice of the adjustment to holders of Series
C Preferred Stock by first class mail. The Corporation shall forthwith maintain
at its principal executive office and file with the transfer agent, if any, for
Series C Preferred Stock, a statement, signed by the Chairman of the Board, or
the President, or a Vice President of the Corporation and by its chief financial
officer or an Assistant Treasurer, showing in reasonable detail the facts
requiring such adjustment and the Conversion Price after such adjustment. Such
transfer agent shall be under no duty or responsibility with respect to any such
statement except to exhibit the same from time to time to any holder of Series C
Preferred Stock desiring an inspection thereof.

         (i) If there shall occur any capital reorganization or any
reclassification of the capital stock of the Corporation, consolidation or
merger of the Corporation with or into another entity, or the conveyance of all
or substantially all of the assets of the Corporation to another person or
entity, each share of Series C Preferred Stock shall thereafter be convertible
into the number of shares or other securities or property to which a holder of
the number of shares of Common Stock of the Corporation deliverable upon
conversion of such Series C Preferred Stock would have been entitled upon such
reorganization, reclassification, consolidation, merger or conveyance; and, in
any such case, appropriate adjustment (as determined in good faith in the sole
discretion of the Board of Directors of the Corporation) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the holders of the Series C Preferred Stock, to the end
that the provisions set forth herein (including provisions with respect to
changes in and other adjustments of the Conversion Price) shall be applicable,
as nearly as reasonably may be, in relation to any shares or other property
thereafter deliverable upon the conversion of the Series C Preferred Stock.

         (j) The Corporation shall at all times reserve and keep available, out
of its authorized but unissued shares of Common Stock or treasury shares
thereof, solely for the purpose of issuance upon the conversion of Series C
Preferred Stock, the full number of shares of Common Stock deliverable upon the
conversion of all Series C Preferred Stock from time to time outstanding. The
Corporation shall from time to time, in accordance with the laws of the State of
Delaware, increase the authorized amount of its Common Stock if at any time the
authorized number of shares of Common Stock remaining unissued shall not be
sufficient to permit the conversion of all of the Series C Preferred Stock at
the time outstanding.



                                       18
<PAGE>

         (k) The Corporation shall pay any documentary, stamp or similar issue
or transfer tax due on the issue of shares of Common Stock upon conversion of
the Series C Preferred Stock into Common Stock. The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of any security in a name other than
that in which the Series C Preferred Stock so converted was registered, and no
such issue or delivery shall be made unless and until the person requested such
issue has paid to the Corporation the amount of any such tax, or has established
to the satisfaction of the Corporation that such tax has been paid.

9.       Exclusion of Other Rights.

         Except as otherwise required by law, shares of Series C Preferred Stock
shall not have any preferences or relative, participating, optional or other
special rights, other than those specifically set forth in this Certificate of
Designations (as such Certificate may be amended from time to time) and in the
Certificate of Incorporation. No shares of Series C Preferred Stock shall have
any rights of preemption or subscription whatsoever as to any securities of the
Corporation, except as expressly provided in any written agreement among the
Corporation and any holder or holders of Series C Preferred Stock.

10.      Reissuance of Preferred Stock.

         Shares of Series C Preferred Stock that have been issued and reacquired
in any manner, including shares purchased or redeemed or exchanged, shall (upon
compliance with any applicable provisions of the General Corporation Law of the
State of Delaware) be canceled and shall not be reissued.

11.      Headings of Subdivisions.

         The headings of the various subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of the provisions
hereof.

12.      Severability of Provisions.

         If any right, preference or limitation of the Series C Preferred Stock
set forth in this Certificate of Designations for the Series C Preferred Stock
(as such Certificate may be amended from time to time) is invalid, unlawful or
incapable of being enforced by reason of any rule or law or public policy, all
other rights, preferences and limitations set forth in this Certificate of
Designations (as so amended) which can be given effect without the invalid,
unlawful or unenforceable right, preference or limitation shall, nevertheless,
remain in full force and effect, and no right, preference or limitation herein
set forth shall be deemed dependent upon any other such right, preference or
limitation unless so expressed herein.

13.      Notice.

         All notices and other communications required or permitted to be given
to the Corporation hereunder shall be made by hand delivery or registered or
certified mail, return receipt requested, to the Corporation at its principal
executive offices (currently located on the date of the adoption of this
Certificate of Designations at 5700 Tennyson Parkway, Third Floor,



                                       19
<PAGE>

Plano, Texas 75024, Attention: Secretary. Minor imperfections in any such notice
shall not affect the validity thereof.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       20
<PAGE>


         IN WITNESS WHEREOF, and in accordance with Section 151 of the General
Corporation Law of the State of Delaware, the undersigned has executed this
Certificate of Designations as of the date first above written.

                                                 RENT-A-CENTER, INC.



                                       By:  /s/ MITCHELL E. FADEL
                                           -------------------------------------
                                           Mitchell E. Fadel
                                           President and Chief Operating Officer



                                       21