EXHIBIT 10.9


                THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT


         THIS THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (as amended
and/or modified from time to time, this "THIRD AMENDMENT") is made and entered
into this 31st day of December, 2002, by and among Rent-A-Center, Inc., a
Delaware corporation (formerly known as Rent-A-Center Holdings, Inc., the
"COMPANY") and 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 (collectively, the "INVESTORS").


                                   WITNESSETH:

         WHEREAS, the Investors are holders of shares of Series A Preferred
Stock, par value $.01, of the Company (the "SERIES A PREFERRED STOCK") and of
shares of common stock, par value $.01, of the Company (the "COMMON STOCK");

         WHEREAS, Rent-A-Center East, Inc. (formerly known as Rent-A-Center,
Inc., the "ORIGINAL COMPANY") and the Investors entered into that certain
Registration Rights Agreement, dated August 5, 1998, as amended by that certain
First Amendment to Registration Rights Agreement, dated as of August 18, 1998,
as amended by that certain Second Amendment to Registration Rights Agreement,
dated as of August 5, 2002 (together, the "REGISTRATION RIGHTS AGREEMENT"), the
terms of which, among other things, grant the Investors the right to require the
Original Company to effect two (2) Demand Registrations (as defined therein);

         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 Investor in the Original Company have been converted into shares of stock
of the Company (the "CONVERSION");

         WHEREAS, the Company and the Investors are entering into this Third
Amendment to amend and restate the Registration Rights Agreement to reflect the
agreement of the Investors, the Company and the Original Company to remove the
Original Company as a party and to add the Company as a party as a result of and
in connection with the Merger and the Conversion;

         NOW, THEREFORE, in consideration of the premises, covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Investors hereby agree as follows:

1.       Amendment to Registration Rights Agreement.

         The Registration Rights Agreement is hereby amended to delete the
Original Company as a party and to add the Company as a party. All references to
"the Company" in the Registration Rights Agreement shall as of the date hereof
be deemed to be a reference to the Company and not the Original Company.

2.       Reaffirmation of Registration Rights Agreement.

         Except as expressly amended and modified by this Third Amendment, the
Registration Rights Agreement is hereby reaffirmed, ratified and confirmed and
continues in full force and effect unaffected hereby.





           [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]






                  IN WITNESS WHEREOF, the undersigned have executed this Third
Amendment as of the date first above written.


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 REGISTRATION RIGHTS AGREEMENT AND NOT AS A CONTINUING PARTY TO SUCH
AGREEMENT OR THIS THIRD AMENDMENT)


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]

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









     [Signature Page to Third Amended and Restated Stockholders Agreement]