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                                                                    EXHIBIT 10.6


              THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF
                               RENT-A-CENTER, INC.

         THIS THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the
"AGREEMENT"), is effective as of the 31st day of December, 2002, and is entered
into by and among (i) each of Apollo Investment Fund IV, L.P., a Delaware
limited partnership, and Apollo Overseas Partners IV, L.P., an exempted limited
partnership registered in the Cayman Islands acting through its general partner
(individually and collectively with their Permitted Transferees (defined below),
"APOLLO"), (ii) Mark E. Speese, an individual ("SPEESE"), (iii) Rent-A-Center,
Inc., a Delaware corporation (formerly known as Rent-A-Center Holdings, Inc.,
the "COMPANY"), (iv) each Person (defined below) named in Exhibit A attached
hereto (the "SPEESE OTHER PARTIES" and together with Speese, the "SPEESE
GROUP"), and (v) each other Person who becomes a party to the Agreement in
accordance with the terms hereof (all of the foregoing, collectively, the
"PARTIES"). Terms with initial capital letters used but not otherwise defined
herein shall have the meanings given in Section 1.1.

                               WITNESSETH

         WHEREAS, the Parties (other than the Company) and Rent-A-Center East,
Inc., a Delaware corporation (formerly known as Rent-A-Center, Inc., the
"ORIGINAL COMPANY") are parties to that certain Second Amended and Restated
Stockholders Agreement dated as of August 5, 2002 (the "2002 AGREEMENT"), that
amended and restated that certain Amended and Restated Stockholders Agreement,
dated as of October 8, 2001 (the "2001 AGREEMENT"), that amended and restated
that certain Stockholders Agreement dated as of August 5, 1998 (the "ORIGINAL
AGREEMENT");

         WHEREAS, as a result of the merger of the Original Company into a
wholly-owned subsidiary of the Company (the "MERGER"), the shares of stock held
by the stockholders of the Original Company have been converted into shares of
stock of the Company (the "CONVERSION");

         WHEREAS, the Parties and the Original Company desire to amend and
restate the 2002 Agreement to reflect the agreement of the Parties and the
Original Company to, among other things, reflect the removal of the Original
Company as a party and the addition of the Company as a party as a result of and
in connection with the Merger and the Conversion;

         WHEREAS, the authorized capital stock of the Company consists of
125,000,000 shares of common stock, $.01 par value (the "COMMON STOCK") and
5,000,000 shares of preferred stock, $.01 par value (the "PREFERRED STOCK"), of
which 400,000 shares are designated Series A Preferred Stock, $.01 par value
(the "SERIES A PREFERRED STOCK"), and (ii) as of December 27, 2002, the issued
and outstanding capital stock of the Company consists of approximately
34,927,718 shares of Common Stock and two shares of Series A Preferred Stock,
with as of December 31, 2002, approximately 5,317,616 shares of Common Stock
reserved for issuance upon the exercise of certain stock options and upon
conversion of the Series A Preferred Stock;

         WHEREAS, as of December 31, 2002 (i) Apollo beneficially owns two
shares of Series A Preferred Stock and 7,001,903 shares of Common Stock, and
(ii) the Speese Group collectively owns 1,176,832 shares of Common Stock;

         WHEREAS, the Parties desire to restrict the Transfer of the Shares,
including both issued and outstanding Shares as well as Shares that may be
issued or otherwise acquired hereafter, to



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provide for certain rights and obligations in respect to the Shares and the
Company as hereinafter provided; and

         WHEREAS, the Parties desire that this Agreement become effective
         immediately.

         NOW THEREFORE, the Parties agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

         Section 1.1 Definitions. As used in this Agreement, the following terms
have the following meanings:

         "AFFILIATE" as applied to any specified Person, shall mean 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, Apollo and its
Affiliates shall not be deemed Affiliates of the Company for purposes of this
Agreement.

         "APOLLO NOMINEES" shall have the meaning set forth in Section 4.1(a).

         "BENEFICIAL OWNER" of a security shall mean any Person who, directly or
indirectly, through any contract, arrangement, understanding, relationship, or
otherwise has (i) the power to vote, or to direct the voting of, such security
or (ii) the power to dispose, or to direct the disposition of, such security.

         "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company.

         "BUSINESS DAY" shall mean each day other than Saturdays, Sundays and
days when commercial banks are authorized to be closed for business in New York,
New York.

         "CERTIFICATE OF DESIGNATION" shall mean the Certificate of Designation
of the Series A Preferred Stock in the form attached as an exhibit hereto.

         "CHARTER DOCUMENTS" shall mean the Certificate of Incorporation and
By-Laws of the Company, in the forms attached as exhibits hereto.

         "COMMISSION" shall mean the United States Securities and Exchange
Commission.



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         "COMMON STOCK" shall have the meaning set forth in the recitals.

         "COMPANY" shall have the meaning set forth in the preamble.

         "EFFECTIVE DATE" shall mean as of December 31, 2002.

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

         "GROUP MEMBER" shall mean a member of the Speese Group.

         "INDEBTEDNESS" shall mean with respect to any person, without
duplication, all liabilities of such person (a) for borrowed money (whether or
not the recourse of the lender is to the whole of the assets of such person or
only to a portion thereof), (b) evidenced by bonds, notes, debentures or similar
instruments or representing the balance deferred and unpaid of the purchase
price of any property (other than any such balance that represents an account
payable or any other monetary obligation to a trade creditor (whether or not an
Affiliate)), or (c) for the payment of money relating to a capitalized lease
obligation.

         "IRR" shall have the meaning set forth in Section 4.2(b).

         "MD&A" shall mean a management's discussion and analysis of the
Company's financial condition and results of operation comparable to the
discussion that is required to be included in periodic reports filed under the
Exchange Act.

         "NOTICES" shall have the meaning set forth in Section 6.5.

         "ORIGINAL AGREEMENT" shall have the meaning set forth in the recitals.

         "PIK SHARES" means any Shares issued in lieu of cash dividends pursuant
to the Certificate of Designation.

         "PECUNIARY INTEREST" in any security shall mean the opportunity,
directly or indirectly, to profit or share in any profit derived from a
transaction in such security, and shall include securities owned by an
individual's spouse or issue or any trust solely for the benefit of such
individual, spouse or issue.

         "PERMITTED TRANSFEREE" shall mean:

                  (a) in the case of Apollo (i) any officer, director or partner
         of, or Person controlling, Apollo, (ii) any other Person that is (x) an
         Affiliate of the general partners, investment managers or investment
         advisors of Apollo, (y) an Affiliate of Apollo 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 Apollo or a Permitted Transferee
         of Apollo 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;

                  (b) in the case of a Group Member, (i) any Person that is
         solely controlled by such Group Member, (ii) upon a bona fide
         liquidation of, or a bona fide withdrawal from,

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<PAGE>

         such Group Member, in each case, not intended to avoid the provisions
         of this Agreement, the shareholders, partners or principals, as the
         case may be, of such Group Member, or (iii) if such Group Member is an
         individual, (x) any spouse or issue of such individual, or any trust or
         limited partnership 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; and

                  (c) any Person who is a party to this Agreement.

         "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.

         "PREFERRED STOCK" shall have the meaning set forth in the recitals.

         "REGISTRATION RIGHTS AGREEMENT" shall mean the Series A Registration
Rights Agreement, dated as of August 5, 1998, by and between the Original
Company and Apollo, as amended from time to time.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and
the rules and regulations thereunder.

         "SERIES A PREFERRED STOCK" shall have the meaning set forth in the
recitals.

         "SHARES" shall mean, collectively, the Common Stock and the Preferred
Stock, whether now owned or acquired after the date hereof. Whenever this
Agreement refers to a number or percentage of Shares, such number or percentage
shall be calculated as if each of the Shares (including, in the case of Apollo,
any PIK Shares) had been exchanged or converted into shares of Common Stock
immediately prior to such calculation regardless of the existence of any
restrictions on such exchange or conversion.

         "SPEESE GROUP" shall have the meaning set forth in the preamble.

         "SPEESE INCLUDED SHARES" shall mean those 1,176,832 shares of Common
Stock owned by the Speese Group as of October 8, 2001.

         "SPEESE OTHER PARTIES" shall have the meaning set forth in the
preamble.

         "STOCK PURCHASE AGREEMENT" shall mean the Stock Purchase Agreement,
dated as of August 5, 1998, between the Original Company and Apollo.

         "SUBSIDIARY" shall mean, with respect to any Person, (a) a corporation
a majority of whose capital stock with voting power, under ordinary
circumstances, to elect directors is at the time, directly or indirectly, owned
by such Person, by a Subsidiary of such Person, or by such Person and one or
more Subsidiaries of such Person, (b) a partnership in which such Person or a
Subsidiary of such Person is, at the date of determination, a general partner of
such partnership, or (c) any other Person (other than a corporation) in which
such Person, a Subsidiary of such Person or such Person and one or more
Subsidiaries of such Person, directly or indirectly, at the date of
determination thereof, has (i) at least a majority ownership interest or (ii)
the power to elect or direct the election of the directors or other governing
body of such Person.


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<PAGE>

         "2001 AGREEMENT" shall have the meaning set forth in the recitals.

         "2002 AGREEMENT" shall have the meaning set forth in the recitals.

         "TRANSFER" shall mean (i) when used as a noun: any direct or indirect
transfer, sale, assignment, pledge, hypothecation, encumbrance or other
disposition and (ii) when used as a verb: to directly or indirectly transfer,
sell, assign, pledge, hypothecate, encumber, or otherwise dispose of; provided,
however, Transfer shall not include a pledge in connection with a recourse, bona
fide loan transaction that is not intended to avoid the provisions of this
Agreement.

         "TRANSFEREE" shall mean any Person to whom Shares have been Transferred
in compliance with the terms of this Agreement.

                                   ARTICLE II

                            RESTRICTIONS ON TRANSFERS

         Section 2.1 Transfers in Accordance with this Agreement. Any attempt to
Transfer, or purported Transfer of, any of the Speese Included Shares in
violation of the terms of this Agreement shall be null and void and the Company
shall not register upon its books, and shall direct its transfer agent not to
register on its books any such Transfer. A copy of this Agreement shall be filed
with the Secretary of the Company and the Company's transfer agent and kept with
the records of the Company.

         Section 2.2 Agreement to be Bound.

                  (a) No party hereto (other than the Company, Apollo and their
         Permitted Transferees) shall Transfer any Shares except (i) to a
         Permitted Transferee, or (ii) as specifically provided herein.

                  (b) No member of the Speese Group or its Permitted Transferees
         shall Transfer its respective pecuniary interests in any of the Speese
         Included Shares to any party other than a Permitted Transferee of the
         Speese Group, except that during any twelve-month period the Speese
         Group and its Permitted Transferees shall be entitled to Transfer up to
         300,000 Shares in aggregate through sales pursuant to Rule 144 under
         the Securities Act, or otherwise. Notwithstanding the foregoing, in no
         case shall the Speese Group or its Permitted Transferees (i) Transfer
         more than 50% of the Speese Included Shares during the one year period
         commencing on August 5, 2002, or (ii) Transfer any Shares if such
         Transfer would trigger default or change-in-control provisions under
         any material debt instrument of the Company.

                  (c) No Transfer to a Permitted Transferee of Apollo or of any
         party as provided in the foregoing clauses (a) and (b) of this Section
         2.2 shall be permitted unless (i) the certificates representing such
         Shares issued to the Transferee bear the legend provided in Section
         2.3, and (ii) the Transferee (if not already a party hereto) has
         executed and delivered to each other party hereto, as a condition
         precedent to such Transfer, an instrument or instruments, reasonably
         satisfactory to the Company, confirming that the Transferee agrees to
         be bound by the terms of this Agreement in the same manner as such
         Transferee's transferor, except as otherwise specifically provided in
         this Agreement.


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<PAGE>

         Section 2.3 Legend. Apollo and each Group Member hereby agree that each
outstanding certificate representing Shares issued to any of them (i) on or
after the date of the Original Agreement and prior to the date of the 2001
Agreement shall bear the legend as set forth in Section 2.3 of the Original
Agreement, (ii) on or after the date of the 2001 Agreement and prior to the date
of the 2002 Agreement shall bear the legend as set forth in Section 2.3 of the
2001 Agreement, (iii) on and after the date of the 2002 Agreement and prior to
the Effective Date shall bear the legend as set forth in Section 2.3 therein,
and (iv) on or after the Effective Date, or any certificate issued after the
Effective Date in exchange for or upon conversion of any similarly legended
certificate, shall bear a legend reading substantially as follows:

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE
         SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR
         AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES
         MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS,
         AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO
         THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER
         THE SECURITIES ACT (OR FROM REGISTRATION OR QUALIFICATION UNDER STATE
         SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE
         SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).

         THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
         ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY
         TRANSFEREE AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE THIRD
         AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, AS AMENDED FROM TIME TO
         TIME, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO TRANSFER OF
         SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED
         BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN
         AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH
         IN THE THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, AS AMENDED
         FROM TIME TO TIME.

                                  ARTICLE III

                      ADDITIONAL RIGHTS AND OBLIGATIONS OF
                             APOLLO AND THE COMPANY

         Section 3.1 Access to Information; Confidentiality. Upon the request of
Apollo, the Company shall afford Apollo and its accountants, counsel and other
representatives reasonable access to all of the properties, books, contracts,
commitments and records (including, but not limited to, tax returns) of the
Company and its Subsidiaries that are reasonably requested. Apollo will, and
will cause its agents to, conduct any such investigations on reasonable advance
notice, during normal business hours, with reasonable numbers of persons and in
such a manner as not to interfere unreasonably with the normal operations of the
Company and its Subsidiaries.


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<PAGE>

         Except as otherwise required by applicable law, neither the Company nor
any of its Subsidiaries shall be required to provide access to or to disclose
information where such access or disclosure would violate or prejudice the
rights of any customer or other Person, would jeopardize the attorney-client
privilege of the Person in possession or control of such information, or would
contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or
binding agreement entered into prior to the date hereof. The Parties will make
appropriate substitute disclosure arrangements under circumstances in which the
restrictions of the preceding sentence apply.

         Apollo shall, and shall use its best efforts to cause their
representatives to, keep confidential all such information to the same extent
such information is treated as confidential by the Company, and shall not
directly or indirectly use such information for any competitive or other
commercial purpose. The obligation to keep such information confidential shall
not apply to (i) any information that (x) was already in Apollo's possession
prior to the disclosure thereof by the Company (other than through disclosure by
any other Person known by Apollo to be subject to a duty of confidentiality),
(y) was then generally known to the public, or (z) was disclosed to Apollo by a
third party not known by Apollo to be bound by an obligation of confidentiality
or (ii) disclosures made as required by law or legal process or to any person
exercising regulatory authority over such Apollo or its Affiliates. If in the
absence of a protective order or the receipt of a waiver hereunder, Apollo is
nonetheless, in the opinion of their counsel, compelled to disclose information
concerning the Company to any tribunal or governmental body or agency or else
stand liable for contempt or suffer other censure or penalty, Apollo may
disclose such information to such tribunal or governmental body or agency
without liability hereunder. In addition, in the event that any information
disclosed by the Company to Apollo is material nonpublic information, Apollo
agrees to comply with its obligations under the applicable Federal and state
securities laws with respect thereto, including but not limited to, the laws
pertaining to the possession, dissemination and utilization of such material
nonpublic information.

         Section 3.2 Furnishing of Information. (a) The Company shall deliver to
Apollo, as long as Apollo shall own any Shares:

                           (i) As promptly as practical, but in no event later
                  than 30 days after the end of each calendar month, a copy of
                  the monthly financial reporting package for such month
                  customarily prepared for the Company's Chief Executive
                  Officer.

                           (ii) As promptly as practical, but in no event later
                  than 60 days after the close of each of its first three
                  quarterly accounting periods during any fiscal year of the
                  Company, the consolidated balance sheet of the Company as at
                  the end of such quarterly period, and the related consolidated
                  statements of operations, stockholders' equity and cash flows
                  for such quarterly period, and for the elapsed portion of the
                  fiscal year ended with the last day of such quarterly period,
                  and in each case setting forth comparative figures for the
                  related periods in the prior fiscal year (if such comparative
                  figures are available without unreasonable expense), all of
                  which shall be certified by the chief financial officer of the
                  Company, to have been prepared in accordance with generally
                  accepted accounting principles, subject to year-end audit
                  adjustments, together with an MD&A;


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<PAGE>

                           (iii) As promptly as practical, but in no event later
                  than 105 days after the close of each fiscal year of the
                  Company, the consolidated balance sheet of the Company as of
                  the end of such fiscal year and the related consolidated
                  statements of operations, stockholders' equity and cash flows
                  for such fiscal year, in each case setting forth comparative
                  figures for the preceding fiscal year, and certified by
                  independent certified public accountants of recognized
                  national standing, together with an MD&A; and

                           (iv) All reports, if any, filed by the Company or any
                  Subsidiary of the Company with the Commission under the
                  Exchange Act, as promptly as practical, but in no event later
                  than 15 days after filing any such reports with the
                  Commission.

         (b) The provisions of Sections 3.2(a)(ii) and (iii) above shall be
         deemed to have been satisfied if the Company delivers the reports
         timely filed by the Company with the Commission on Form 10-Q or 10-K,
         as applicable, for such periods promptly, but in no event later than 15
         days after filing any such Form with the Commission.

                                   ARTICLE IV

                         CORPORATE GOVERNANCE AND VOTING

Section 4.1       Board of Directors of the Company.

         (a) As of the Effective Date, the number of directors constituting the
entire Board of Directors of the Company is seven, but the Board of Directors
may increase its size to eight (8). Apollo (or any representative thereof
designated by Apollo) shall be entitled, but not required, to nominate up to
three (3) members to the Board of Directors (collectively, the "APOLLO
NOMINEES") and the Company shall be entitled, but not required, to nominate the
remaining members to the Board of Directors. One Apollo Nominee shall be
classified as a Class I Director of the Company, one Apollo Nominee shall be
classified as a Class II Director of the Company, and one Apollo Nominee shall
be classified as a Class III Director of the Company.

         (b) The Speese Group shall vote all of the Shares owned or held of
record by them at all regular and special meetings of the stockholders of the
Company called or held for the purpose of filling positions on the Board of
Directors, and in each written consent executed in lieu of such a meeting of
stockholders, and, to the extent entitled to vote thereon, each party hereto
shall take all actions otherwise necessary to ensure (to the extent within the
Parties' collective control) that the Apollo Nominees are elected to the Board
of Directors.

         (c) The Company and the Speese Group shall use their respective best
efforts to call, or cause the appropriate officers and directors of the Company
to call, a special meeting of stockholders of the Company, as applicable, and
the Speese Group shall vote all of the Shares owned or held of record by them
for, or to take all actions by written consent in lieu of any such meeting
necessary to cause, the removal (with or without cause) of any Apollo Nominee if
Apollo requests such director's removal in writing for any reason. Apollo shall
have the right to designate a new nominee in the event any


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Apollo Nominee shall be so removed under this Section 4.1(c) or shall vacate his
directorship for any reason.

         Except as provided in this Section 4.1(c), each Group Member hereto
agrees that, at any time that it is then entitled to vote for the election or
removal of directors, it will not vote in favor of the removal of Apollo Nominee
unless (i) such removal shall be at the request of Apollo or (ii) the right of
Apollo to designate such director has terminated in accordance with clause (e)
below.

                  (d) The Company shall not, and shall not permit any of its
         Subsidiaries to, without the consent of holders of a majority of the
         Shares held by Apollo, take any action under Section 4.2(b) of this
         Agreement that requires the approval of the Apollo Nominees, if any of
         the Apollo Nominees are Persons whose removal from the Board of
         Directors has been requested at or prior to the time of such action by
         Apollo. Each party hereto shall use reasonable efforts to prevent any
         action from being taken by the Board of Directors, during the pendency
         of any vacancy due to death, resignation or removal of a director,
         unless the Person entitled to have a person nominated by it elected to
         fill such vacancy shall have failed, for a period of ten (10) days
         after notice of such vacancy, to nominate a replacement.

                  (e) At such time as Apollo, together with any and all of its
         Permitted Transferees, cease to hold in the aggregate 4,474,673 Shares,
         Apollo shall be entitled, but not required, to nominate only two Apollo
         Nominees in accordance with this Article IV. At such time as Apollo,
         together with any and all of its Permitted Transferees, cease to hold
         in the aggregate 2,982,817 Shares, Apollo shall be entitled, but not
         required, to nominate only one Apollo Nominees in accordance with this
         Article IV. At such time as Apollo, together with any and all of its
         Permitted Transferees, cease to hold in the aggregate 894,934 Shares,
         Apollo shall no longer be entitled to nominate any Apollo Nominees in
         accordance with this Article IV.

                  (f) In the event the Company establishes an Executive
         Committee of the Board of Directors, it shall be comprised of such
         persons as a majority of the Board of Directors shall approve,
         provided, however, such committee shall also include at least one
         Apollo Nominee. The Executive Committee shall have authority, subject
         to applicable law, to take all actions that (A) are ancillary to or
         arise in the normal course of the businesses of the Company, or (B)
         implement and are consistent with resolutions of the Board of Directors
         provided, however, that such Executive Committee shall not be
         authorized to take any action which, if proposed to be taken by the
         full Board of Directors would require the affirmative vote of the
         Apollo Nominees in accordance with Section 4.2.

                  (g) Unless otherwise approved in advance in writing by all the
         Apollo Nominees, each and every committee of the Board of Directors
         shall be comprised of three directors, one of whom shall be an Apollo
         Nominee and at least one of whom is selected by the Board of Directors
         but who is not also a member of management of the Company.

                  (h) Each committee of the Board of Directors, to which
         authority has been delegated, shall keep complete and accurate minutes
         and records of all actions taken by


                                       9
<PAGE>

         such committee, prepare such minutes and records in a timely fashion
         and promptly distribute such minutes and records to each member of the
         Board of Directors.

                  (i) The Parties agree that upon the request of Apollo, the
         Company shall cause the Board of Directors of any wholly-owned
         subsidiary of the Company to include such number of individuals
         designated by Apollo (or any representative thereof designated by
         Apollo) in the same proportion of the total number of members of the
         Board of Directors of such subsidiary as the proportion of the
         Company's Board of Directors to which Apollo is entitled pursuant to
         Section 4.1(a), and shall cause each and every committee of such Board
         of Directors of such subsidiaries to include at least one of the
         individuals designated by Apollo and included as a member of such Board
         of Directors pursuant to the foregoing.

         Section 4.2 Action by the Board of Directors.

                  (a) Except as provided below, all decisions of the Board of
         Directors shall require the affirmative vote of a majority of the
         directors of the Company then in office, or a majority of the members
         of an Executive Committee of the Board of Directors, to the extent such
         decisions may be lawfully delegated to an Executive Committee pursuant
         to Section 4.1(f).

                  (b) The Company shall not, and it shall cause each of its
         Subsidiaries not to, take (or agree to take) any action regarding the
         following matters, directly or indirectly, including through a merger
         or consolidation with any other corporation or otherwise, without the
         affirmative vote of the Apollo Nominees: (i) increase the number of
         authorized shares of Preferred Stock or authorize the issuance or issue
         of any shares of Preferred Stock other than to existing holders of
         Preferred Stock; (ii) issue any new class or series of equity security;
         (iii) amend, alter or repeal, in any manner whatsoever, the
         designations, preferences and relative rights and limitations and
         restrictions of the Series A Preferred Stock; (iv) amend, alter or
         repeal any of the provisions of the Charter Documents or the
         Certificate of Designation in a manner that would negatively impact the
         holders of the Series A Preferred Stock, including (but not limited to)
         any amendment that is in conflict with the approval rights set forth in
         this Section 4.2; (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 (as defined in the Certificate
         of Designation), or declare or pay any dividend or make any
         distribution (whether in cash, shares of capital stock of the Company,
         or other property) on shares of Common Stock or Junior Stock; (vi)
         cause the number of directors of the Company 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 Company with a value
         in excess of $5 million in a single transaction or series of related
         transactions; (viii) effect a voluntary liquidation, dissolution or
         winding up of the Company; (ix) sell or agree to sell all or
         substantially all of the assets of the Company, unless such transaction
         (1) occurs after August 5, 2002, (2) is a sale for cash and (3) results
         in an internal rate of return ("IRR") to Apollo of 30% compounded
         quarterly or greater with respect to each Share issued to Apollo on
         August 5, 1998; or (x) enter into any merger or consolidation or other
         business combination involving the Company (except a merger of a
         wholly-owned subsidiary of the Company into the Company in

                                       10
<PAGE>
         which the Company's capitalization is unchanged as a result of such
         merger) unless such transaction (1) occurs after August 5, 2002, (2) is
         for cash and (3) results in an IRR to Apollo of 30% compounded
         quarterly or greater with respect to each Share issued to Apollo on
         August 5, 1998.

                  (c) Notwithstanding the foregoing Section 4.2(b), if Apollo
         owns less than 2,982,817 Shares, the provisions of Section 4.2(b) shall
         cease to exist and shall be of no further force or effect.

                  (d) While any shares of Series A Preferred Stock are
         outstanding, the Company shall not and it shall cause each of its
         Subsidiaries not to, issue any debt securities of the Company with a
         value in excess of $10 million (including any refinancing of existing
         indebtedness) without the majority affirmative vote of the Finance
         Committee.

                  (e) While any shares of Series A Preferred Stock are
         outstanding, the Company shall not, and it shall cause each of its
         Subsidiaries not to, issue any equity securities of the Company with a
         value in excess of $10 million (including any refinancing of existing
         indebtedness) without the unanimous affirmative vote of the Finance
         Committee; provided, however, that the following equity issuances shall
         require only a majority affirmative vote of the Finance Committee: (A)
         an offering of Common Stock in which the selling price is equal to or
         greater than the price that would imply a 25% or greater IRR compounded
         quarterly on the Conversion Price (as defined in the Certificate of
         Designation) 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).

         Section 4.3 Charter Documents. (a) The Charter Documents attached as
exhibits hereto are the Charter Documents as in effect on the Effective Date.

                  (b) The Company covenants that it will act, and each Group
         Member and Apollo agrees to use its best efforts to cause the Company
         to act, in accordance with its Charter Documents and Certificate of
         Designation in all material respects and to cause compliance with all
         provisions contained herein. Each Group Member and Apollo shall vote
         all the Shares owned or held of record by it at any regular or special
         meeting of stockholders of the Company or in any written consent
         executed in lieu of such a meeting of stockholders, and shall take all
         action necessary, to ensure (to the extent within the Parties'
         collective control) that (i) the Charter Documents and Certificate of
         Designation of the Company do not, at any time, conflict with the
         provisions of this Agreement, and (ii) unless an amendment is approved
         by the Board of Directors in accordance with Section 4.2, the Charter
         Documents of the Company and the Certificate of Designation continue to
         be in effect in the forms attached as exhibits hereto.


                                   ARTICLE V

                                  TERMINATION

         Section 5.1 Termination. Except as otherwise provided herein with
respect to certain specific provisions, this Agreement shall terminate upon the
earlier to occur of:



                                       11
<PAGE>
         (a) the mutual agreement of the Parties,

         (b) with respect to any party hereto other than the Company, such party
ceasing to own, beneficially or otherwise, any Shares,

         (c) such time as less than 1,737,104 Shares continue to be subject to
the provisions of this Agreement, or

         (d) on August 5, 2009.

                                   ARTICLE VI

                                  MISCELLANEOUS

Section 6.1 No Inconsistent Agreements. Each party hereto hereby consents to the
termination of any prior written or oral agreement or understanding, including
without limitation the 2002 Agreement, restricting, conditioning or limiting the
ability of any party to transfer or vote Shares.

         Each of the Company and the Group Members represents and agrees that,
as of the Effective Date, there is no (and from and after the Effective Date
they will not, and will cause their respective Subsidiaries and Affiliates not
to, enter into any) agreement with respect to any securities of the Company or
any of its Subsidiaries (and from and after the Effective Date neither the
Company nor any Group Members shall take, or permit any of their Subsidiaries or
Affiliates to take, any action) that is inconsistent in any material respect
with the rights granted to Apollo in this Agreement.

         Without limiting the foregoing and other than the 2002 Agreement and
the Registration Rights Agreement, the Company represents that there are no
existing agreements relating to the voting or registration of any equity
securities of the Company or any of its Subsidiaries, and there are no other
existing agreements between the Company and any other holder of Shares relating
to the transfer of any equity securities of the Company or any of its
Subsidiaries.

Section 6.2       Recapitalization, Exchanges, etc.

                  (a) If any capital stock or other securities are issued in
         respect of, in exchange for, or in substitution of, any Shares by
         reason of any reorganization, recapitalization, reclassification,
         merger, consolidation, spin-off, partial or complete liquidation, stock
         dividend, split-up, sale of assets, distribution to stockholders or
         combination of the Shares or any other change in capital structure of
         the Company, appropriate adjustments shall be made with respect to the
         relevant provisions of this Agreement so as to fairly and equitably
         preserve, as far as practicable, the original rights and obligations of
         the Parties under this Agreement and the terms "Common Stock,"
         "Preferred Stock" and "Shares," each as used herein, shall be deemed to
         include shares of such capital stock or other securities, as
         appropriate. Without limiting the foregoing, whenever a particular
         number of Shares is specified herein, such number shall be adjusted to
         reflect stock dividends, stock-splits, combinations or other
         reclassifications of stock or any similar transactions.

                  (b) The Parties agree that for the purposes of the Certificate
         of Designation, the "Initial Issue Date" and the "Initial Issuance
         Date" as defined therein shall mean the

                                       12
<PAGE>
         date that the Original Company first issued shares of its Series A
         preferred stock, par value $.01, to the Initial Holders (as defined in
         the Certificate of Designation).

         Section 6.3 Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the Parties, and their respective
successors and permitted assigns; provided that (i) neither this Agreement nor
any rights or obligations hereunder may be transferred or assigned by the
Company (except by operation of law in any permitted merger); (ii) neither this
Agreement nor any rights or obligations hereunder may be transferred or assigned
by the Group Members or Apollo except to any Person to whom it has Transferred
Shares in compliance with this Agreement and who has become bound by this
Agreement pursuant to Section 2.2 hereof; and (iii) the rights of the Parties
under Article IV hereof may not be assigned to any Person except as explicitly
provided therein.

         Section 6.4 No Waivers: Amendments. (a) No failure or delay by any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.

                  (b) This Agreement may not be amended or modified, nor may any
         provision hereof be waived, other than by a written instrument signed
         by the Parties.

         Section 6.5 Notices. All notices, demands, requests, consents or
approvals (collectively, "NOTICES") required or permitted to be given hereunder
or which are given with respect to this Agreement shall be in writing and shall
be personally delivered or mailed, registered or certified, return receipt
requested, postage prepaid (or by a substantially similar method), or delivered
by a reputable overnight courier service with charges prepaid, or transmitted by
hand delivery or facsimile, addressed as set forth below, or such other address
(and with such other copy) as such party shall have specified most recently by
written notice. Notice shall be deemed given or delivered on the date of service
or transmission if personally served or transmitted by facsimile. Notice
otherwise sent as provided herein shall be deemed given or delivered on the
third business day following the date mailed or on the next business day
following delivery of such notice to a reputable overnight courier service.

         To the Company or the Speese Group:

                  Rent-A-Center, Inc.
                  5700 Tennyson Parkway
                  Third Floor
                  Plano, Texas 75024
                  Attn: Mark E. Speese
                  Fax: (972) 801-1200

         with a copy (which shall not constitute notice) to:

                  Winstead Sechrest & Minick P.C.
                  5400 Renaissance Tower
                  1201 Elm Street
                  Attn: Thomas W. Hughes, Esq.
                  Fax: (214) 745-5390




                                       13
<PAGE>

         To Apollo:

                  Apollo Investment Fund IV, L.P. and/or
                  Apollo Overseas Partners IV, L.P.
                  c/o Apollo Management IV, L.P.
                  1999 Avenue of the Stars, Suite 1900
                  Los Angeles, California 90067
                  Attn: Michael D. Weiner
                  Facsimile: (310) 201-4166

         with a copy (which shall not constitute notice) to:

                  Morgan, Lewis & Bockius LLP
                  300 South Grand Avenue, Suite 2200
                  Los Angeles, California 90071
                  Attn: John F. Hartigan, Esq.
                  Fax: (213) 612-2554

         Section 6.6 Inspection. So long as this Agreement shall be in effect,
this Agreement and any amendments hereto and waivers hereof shall be distributed
to all Parties after becoming effective and shall be made available for
inspection at the principal office of the Company by Apollo.

         Section 6.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS, EXCEPT AS TO MATTERS OF CORPORATE GOVERNANCE,
WHICH SHALL BE INTERPRETED IN ACCORDANCE WITH THE GENERAL CORPORATION LAW OF THE
STATE OF DELAWARE. EACH PARTY HERETO CONSENTS TO THE NON-EXCLUSIVE JURISDICTION
OF THE FEDERAL AND STATE COURTS WITHIN THE STATE OF NEW YORK.

         Section 6.8 Section Headings. The section headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

         Section 6.9 Entire Agreement. This Agreement, together with the Stock
Purchase Agreement, the Certificate of Designation and the Registration Rights
Agreement, constitutes the entire agreement and understanding among the Parties
with respect to the subject matter hereof and thereof and supersedes the 2002
Agreement and any and all prior agreements and understandings, written or oral,
relating to the subject matter hereof.

         Section 6.10 Severability. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdictions, it
being intended that all rights and obligations of the Parties hereunder shall be
enforceable to the fullest extent permitted by law.

         Section 6.11 Counterparts. This Agreement may be signed in
counterparts, each of which shall constitute an original and which together
shall constitute one and the same agreement.


                                       14
<PAGE>

         Section 6.12 Required Approvals. If approval of this Agreement or any
of the transactions contemplated hereby shall be required by any governmental or
supra-governmental agency or instrumentality or is considered to be necessary or
advisable to all the Parties, all Parties shall use their best efforts to obtain
such approval.

         Section 6.13 Public Disclosure. The Company shall not, and shall not
permit any of its Subsidiaries to, make any public announcements or disclosures
relating or referring to Apollo, any of its affiliates, or any of their
respective directors, officers, partners, employees or agents (including,
without limitation, any Person designated as a director of the Company pursuant
to the terms hereof) unless Apollo has consented to the form and substance
thereof, which consent shall not be unreasonably withheld except to the extent
such disclosure is, in the opinion of counsel, required by law or by stock
exchange regulation, provided that (i) any such required disclosure shall only
be made, to the extent consistent with the law, after consultation with Apollo
and (ii) no such announcement or disclosure (except as required by law or by
stock exchange regulation) shall identify any such Person without Apollo's prior
consent.

         Section 6.14 Payment of Costs and Expenses. The Company shall pay
Apollo's reasonable and documented costs and expenses (including attorneys'
fees) associated with negotiation, documentation and completion of this
Agreement and the transactions contemplated herein.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       15
<PAGE>
         IN WITNESS WHEREOF, the Parties and the Original Company have executed
this Third Amended and Restated Stockholders Agreement as of the date first
written above.


RENT-A-CENTER, INC. (FORMERLY KNOWN AS RENT-A-CENTER HOLDINGS, INC.)
a Delaware corporation


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


RENT-A-CENTER EAST, INC. (FORMERLY KNOWN AS RENT-A-CENTER, INC.) a Delaware
corporation (SOLELY FOR PURPOSES OF CONSENTING TO THE AMENDMENT OF THE 2002
AGREEMENT AND NOT AS A CONTINUING PARTY TO THIS AGREEMENT)


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


APOLLO INVESTMENT FUND IV, L.P.
a Delaware limited partnership

By:    Apollo Advisors IV, L.P.
       its General Partner

     By:   Apollo Capital Management IV, Inc.
           its General Partner


     By: /s/ Michael D. Weiner
         -----------------------------------
     Name:   Michael D. Weiner
           ---------------------------------
     Title:  Vice President
            --------------------------------




     [Signature Page to Third Amended and Restated Stockholders Agreement]
<PAGE>
APOLLO OVERSEAS PARTNERS IV, L.P.
an exempted limited partnership registered in the Cayman Islands

By:    Apollo Advisors IV, L.P.
       its General Partner

     By:   Apollo Capital Management IV, Inc.
           its Managing General Partner


     By: /s/ Michael D. Weiner
         -----------------------------------
     Name:   Michael D. Weiner
           ---------------------------------
     Title:  Vice President
            --------------------------------


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


/s/ Carolyn Speese
-----------------------------------------------------
Carolyn Speese


MARK SPEESE 2000 GRANTOR RETAINED ANNUITY TRUST


By:  /s/ Mark E. Speese
    ----------------------------------------
     Mark E. Speese, as Trustee


CAROLYN SPEESE 2000 GRANTOR RETAINED ANNUITY TRUST


By:  /s/ Mark E. Speese
    ----------------------------------------
     Mark E. Speese, as Trustee


ALLISON REBECCA SPEESE 2000 REMAINDER TRUST


By:  /s/ Stephen Elken
    --------------------------------
     Stephen Elken, as Trustee





     [Signature Page to Third Amended and Restated Stockholders Agreement]

<PAGE>
JESSICA ELIZABETH SPEESE 2000 REMAINDER TRUST


By:  /s/ Stephen Elken
    --------------------------------
     Stephen Elken, as Trustee


ANDREW MICHAEL SPEESE 2000 REMAINDER TRUST


By:  /s/ Stephen Elken
    --------------------------------
     Stephen Elken, as Trustee







     [Signature Page to Third Amended and Restated Stockholders Agreement]