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RENT-WAY, INC.
EXECUTIVE NON-QUALIFIED RETIREMENT PLAN
  ARTICLE I  DEFINITIONS AND EFFECTIVE DATE
 Section 1.1 Definitions .
 (a)
    
    Accounts means a Participants
Employee Contribution Account and Company Contribution Account.(b)
    
    Beneficiary means any one or more
persons, trusts, or other entity, last designated by the Participant to
receive the death benefits provided under the Plan.(c)
    
    Board means the Board of Directors of
Rent-Way, Inc..(d)
    
    Code means the Internal Revenue Code
of 1986, as amended.(e)
    
    Company means the Employer and any
other Organization Under Common Control that adopts the Plan in
accordance with Section 1.4.(f)
    
    Company Contribution Account means an
account established and maintained under Section 4.1 for the purpose of
holding Company contributions made under Section 3.2.(g)
    
    Compensation means Compensation as
that term is defined under the 401(k) Plan, including bonuses, without
regard to the dollar limitation under Section 401(a)(17) of the Code.(h)
    
    Election Period means the 30-day
period after a Participant is notified of his or her selection for
coverage under the Plan under Article II and, thereafter, the 30-day
period preceding each Plan Year.(i)
    
    Employee means any common law
employee of the Company.(j)
    
    Employee Contribution Account means
an account established and maintained under Section 4.1 for the purpose
of holding Employee contributions made under Section 3.1.




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- 2 - 
 (k)
    
    ERISA means the Employee Retirement
Income Security Act of 1974, as amended.(l)
    
    401(k) Plan means the Rent-Way, Inc.
401(k) Retirement Savings Plan.(m)
    
    Hour of Service means Hour of
Service as the term is defined under the 401(k) Plan.(n)
    
    Organization Under Common Control
means any corporation or other trade or business that, together with
the Employer, is treated as a single employer under Section 414(b) or
(c) of the Code.(o)
    
    Participant means an Employee who
satisfies the requirements of Article II.(p)
    
    Plan means the Rent-Way Executive
Non-Qualified Retirement Plan.(q)
    
    Plan Administrator means the
Employer.(r)
    
    Plan Year means the 12-month period
beginning each October 1 and ending on the following September 30,
except that the first Plan Year begins on the date this Plan is adopted
and ends on September 30, 2006.(s)
    
    Separated from Service means the
termination of an employment relationship between the Company and an
Employee resulting from resignation, discharge, retirement, or failure
to return from work after an authorized leave of absence.(t)
    
    Specified Key Employee. An Employee
who is: (i) one of the highest paid 50 officers of the Company with
annual compensation over $135,000; (ii) a 5% owner; or (iii) a 1% owner
earning more than $150,000 (or such higher dollar amounts for
subsequent years as provided under Code Section 416(i)); at any time
during the 12 month period prior to September 30th, will be deemed to
be a Specified Key Employee for the 12 month period commencing the
following January 1st.(u)
    
    Trust means the grantor trust
agreement entered into by and between the Employer and  or any successor
trustee, established in connection with the Plan.




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- 3 - (v)
    
    Year of Vesting Service means a
calendar year during which an Employee completes at least 1,000 Hours
of Service with the Company.
 Section 1.2 Background and Purpose of the Plan .
 Section 1.3 Effective Date .
 Section 1.4 Adoption of Plan by Organization Under Common Control .
 ARTICLE II  PARTICIPATION
  ARTICLE III  CONTRIBUTIONS
 Section 3.1 Employee Contributions .
    Section 3.2 Company Contributions .
      - 4 -
  ARTICLE IV  ACCOUNTS AND FUNDING
 Section 4.1 Accounts
    Section 4.2 Informal Trust Funding .
 Section 4.3 Power to Invest




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- 5 -  Section 4.4 Vesting
   Number of Years
    
    Nonforfeitableof
Vesting Service
    
    PercentageLess than 1
    
    
    0
    %1 but less than 2
    
    
    20
    %2 but less than 3
    
    
    40
    %3 but less than 4
    
    
    60
    %4 but less than 5
    
    
    80
    %5 or more
    
    
    100
    %
  Section 4.5 Payment of Benefits
 Normal Form .
 Installments . Election to Receive Installments.




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- 6 -  Time and Manner of Election.
 Section 4.6 Death Benefits
 Death Benefit During Employment .
 Death Benefit Following Separation .




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- 7 - Designation of Beneficiary .
 ARTICLE V  AMENDMENT, SUSPENSION, OR TERMINATION
 Section 5.1 Amendment, Suspension, or Termination .
 Section 5.2 No Reduction .
 ARTICLE VI  GENERAL PROVISIONS
 Section 6.1 Non-assignability .
 Section 6.2 Interest of Participant .
 Section 6.3 Withholding .
      - 8 -
  Section 6.4 Administration .
 Section 6.5 Exclusivity of Plan .
 Section 6.6 No Right to Continued Service .
 Section 6.7 Notice .
 Section 6.8 Claims Procedure .




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- 9 - Section 6.9 Pennsylvania Law Controlling .
 Section 6.10 Severability .
 Section 6.11 Binding on Successors .
 EXECUTED
 RENT-WAY, INC.By