1 EXHIBIT 4.5 SERIES A PREFERRED STOCK (RENT-A-CENTER, INC. LOGO) SERIES A PREFERRED STOCK RENT-A-CENTER, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE NUMBER R SHARES THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 76009N 20 9 RIDGEFIELD PARK, NJ OR NEW YORK, NY SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT is the REGISTERED HOLDER of FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES A PREFERRED STOCK OF THE PAR VALUE OF $.01 PER SHARE OF RENT-A-CENTER, INC., transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Corporation's Amended Restated Certificate of Incorporation and any amendments thereof, copies of which are on file at the office of the Transfer Agent, to all of which the holder by acceptance hereof assents. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. In Witness Whereof, the Corporation has caused the facsimile signatures of its duly authorized officers and its facsimile seal to be hereunto affixed. Dated: COUNTERSIGNED AND REGISTERED: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. TRANSFER AGENT AND REGISTRAR BY: ------------------------------------- AUTHORIZED SIGNATURE /s/ MARK E. SPEESE /s/ DAVID M. GLASGOW PRESIDENT SECRETARY [SEAL] AMERICAN BANK NOTE COMPANY DEC 30, 1998 fm 3504 ATLANTIC AVENUE SUITE 12 060196fc-B LONG BEACH, CA 90807 (562) 989-2333 (FAX) (562) 426-7450 270-19X Proof /s/ [ILLEGIBLE] REV 1 2 RENT-A-CENTER, INC. The Corporation will furnish, without charge, to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Secretary of the Corporation at its principal office or to the Transfer Agent. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT --________ Custodian _______ TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right Under Uniform Gifts to Minors of survivorship and not as Act__________________________ tenants in common (State) Additional abbreviations may also be used though not in the above list. For Value Received, ______________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Please print or typewrite name and address including postal zip code of assignee - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares of the capital stock represented by the within - -------------------------- Certificate, and do hereby irrevocably constitute and appoint - -------------------------------------------------------------------------------- Attorney to transfer the said stock on the books of the within-named Corporation will full power of substitution in the premises. Dated X ----------------------- -------------------------------------- (Signature) X -------------------------------------- (Signature) ------------------------------------- NOTICE: THE SIGNATURES TO THIS THE SIGNATURES MUST BE GUARANTEED BY ASSIGNMENT MUST CORRESPOND WITH THE AN ELIGIBLE GUARANTOR INSTITUTION NAME(S) AS WRITTEN UPON THE FACE OF (BANKS, STOCKBROKERS, SAVINGS AND THE CERTIFICATE IN EVERY PARTICULAR LOAN ASSOCIATIONS AND CREDIT UNIONS WITHOUT ALTERATION OR ENLARGEMENT WITH MEMBERSHIP IN AN APPROVED OR ANY CHANGE WHATEVER. SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. SIGNATURE(S) GUARANTEED BY: X ---------------------------------- ------------------------------------- AMERICAN BANK NOTE COMPANY DEC 29, 1998 fm 3504 ATLANTIC AVENUE SUITE 12 061096bk-A/B LONG BEACH, CA 90807 (562) 989-2333 (FAX) (562) 426-7450 Proof /S/ ILLEGIBLE NEW 3108062 303:15237-218