Rent-A-Center, Inc. and Rent-Way, Inc. Announce Agreement to Merge; Rent-A-Center to Acquire Rent-Way for $10.65 per Share

Rent-A-Center, Inc. (the "Company" or "Rent-A-Center")
(NASDAQ/NGS: RCII), the nation's largest rent-to-own operator, and
Rent-Way, Inc. ("Rent-Way") (NYSE: RWY), a major rental purchase
company operating 784 stores in 34 states, announced today that they
have entered into a definitive agreement pursuant to which
Rent-A-Center will acquire Rent-Way for $10.65 in cash per share of
Rent-Way common stock.
   The agreement also provides that each holder of options of
Rent-Way will receive an amount equal to the difference between $10.65
and the exercise price of the option. The transaction is valued at
approximately $567 million, which includes the acquisition of all
outstanding common stock and options discussed above, net debt and
other liabilities of Rent-Way, as well as the redemption of all
outstanding convertible preferred stock.
   "We are very excited about this transaction with Rent-Way,"
commented Mark E. Speese, the Company's Chairman of the Board and
Chief Executive Officer. "Bill Morgenstern and his management team
have built a successful rent-to-own operation as demonstrated by the
fact that Rent-Way has accomplished eleven positive same store sales
quarters out of the last twelve.
   "Given our track record of successfully integrating acquisitions
and implementing our proven business model, we believe that this
transaction will create additional value for our stockholders. Giving
effect to Rent-Way's forecasted 2006 EBITDA of approximately $60
million and the full realization of cost savings through leveraging
our existing infrastructure and scale, pro-forma EBITDA of $85 million
should be achieved, with further growth continuing from the execution
of our business model. In fact, we believe we will be able to build on
Rent-Way's success as evidenced by our 2003 acquisition of 295
Rent-Way stores. With our national brand and advertising driving
customer traffic and our broad selection of high quality, brand-name
merchandise, we believe we can grow both revenue and store operating
income to nearly comparable results to our core stores," continued Mr.
Speese.
   "Furthermore, we expect to realize these cost savings in
advertising, merchandise purchases and general and administrative
expenses. As a result, following an initial six-month transition
period and the realization of cost savings in the last half of the
year, we believe the transaction will be accretive to our 2007 diluted
earnings per share by approximately one to two cents, accelerating in
2008 and 2009 to approximately $0.20 and $0.35 diluted earnings per
share, respectively. I want to point out that our diluted earnings per
share accretion of approximately one to two cents in 2007 and
approximately $0.20 in 2008 is after the negative impact of
approximately $0.11 and $0.06 diluted earnings per share,
respectively, due to the amortization of intangible assets related to
the customer and non-compete agreements. These are assets we must
record and amortize in connection with the acquisition, but they roll
off quickly resulting in higher levels of accretion in the future,"
Mr. Speese said.
   Mr. William Morgenstern, Chairman of the Board of Rent-Way stated,
"I have known Mark Speese for many years and believe he and his strong
management team have a vision for Rent-A-Center that our team can
embrace. We believe that our customers will be well served by this
transaction and that it will provide additional growth opportunities
for our nearly 4,000 talented associates.
   "As a co-founder of Rent-Way 25 years ago, I have great pride in
our collective accomplishments over the years achieved by the
dedication and commitment of the fine Rent-Way team which have now
culminated with the sale of our business to a first-class
industry leader," Mr. Morgenstern added.
   Rent-A-Center intends to fund the acquisition primarily with an
increase in its senior credit facility. The acquisition, which is
expected to be completed in the fourth quarter of 2006, is conditioned
upon customary closing conditions for a transaction of this nature,
including the receipt of requisite regulatory approval and approval of
Rent-Way's shareholders.
   In connection with this transaction, Rent-A-Center was advised by
Bear, Stearns & Co. Inc. and Rent-Way was advised by Citigroup Global
Markets Inc.

   Rent-A-Center will host a conference call to discuss the
transaction, today, Tuesday, August 8, 2006, at 8:00 a.m. EDT. For a
live webcast of the call, visit http://investor.rentacenter.com.
Certain financial and other statistical information that will be
discussed during the conference call will also be provided on the same
website.

   Rent-A-Center, Inc., headquartered in Plano, Texas, currently
operates approximately 2,750 company-owned stores nationwide and in
Canada and Puerto Rico. The stores generally offer high-quality,
durable goods such as major consumer electronics, appliances,
computers and furniture and accessories under flexible rental purchase
agreements that generally allow the customer to obtain ownership of
the merchandise at the conclusion of an agreed upon rental period.
ColorTyme, Inc., a wholly owned subsidiary of the Company, is a
national franchiser of approximately 290 rent-to-own stores,
approximately 282 of which operate under the trade name of
"ColorTyme," and the remaining 8 of which operate under the
"Rent-A-Center" name.

   Rent-Way offers quality, brand name home entertainment equipment,
furniture, computers, major appliances and jewelry at approximately
784 rental-purchase stores in 34 states. Established in 1981, Rent-Way
is headquartered in Erie, Pennsylvania, and employs approximately
4,000 associates.

   IMPORTANT INFORMATION

   In connection with the proposed merger, Rent-Way intends to file a
proxy statement and related materials concerning the transaction with
the U.S. Securities and Exchange Commission, or SEC. THESE DOCUMENTS
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND
SHAREHOLDERS ARE URGED TO READ THEM CAREFULLY WHEN THEY BECOME
AVAILABLE. When available, Rent-Way will mail the proxy statement and
related materials to its shareholders. When filed with the SEC, the
proxy statement and related materials will be available for free
(along with any other document and reports filed by Rent-Way with the
SEC) at the SEC's website, http://www.sec.gov, and at the Rent-Way's
website, http://www.rentway.com.

   Participant Information

   Rent-Way and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from Rent-Way
shareholders in connection with the proposed merger. Certain
information regarding the participants and their interests in the
solicitation is set forth in the proxy statement for Rent-Way's 2006
annual meeting of shareholders filed with the SEC on January 31, 2006,
and a Form 10-K filed by Rent-Way with the SEC on December 29, 2005,
both of which are available free of charge from the SEC and Rent-Way
at their websites as indicated above. Information regarding the
interests of these persons in the solicitation will be more
specifically set forth in the proxy statement concerning the proposed
merger that will be filed by Rent-Way with the SEC and which will be
available free of charge from the SEC and from Rent-Way at their
websites, as indicated above.
   In addition, Rent-A-Center and its officers and directors may be
deemed to have participated in the solicitation of proxies from
Rent-Way's shareholders in favor of the approval of the acquisition.
Information concerning Rent-A-Center's directors and executive
officers is set forth in Rent-A-Center's proxy statement for its 2006
annual meeting of stockholders, which was filed with the SEC on March
31, 2006, and annual report on Form 10-K filed with the SEC on March
10, 2006. These documents are available free of charge at the SEC's
website at http://www.sec.gov or by going to Rent-A-Center's Investor
Relations Website at http://www.rentacenter.com.

   This press release contains forward-looking statements that
involve risks and uncertainties. Such forward-looking statements
generally can be identified by the use of forward-looking terminology
such as "may," "will," "expect," "intend," "could," "estimate,"
"should," "anticipate," or "believe," or the negative thereof or
variations thereon or similar terminology. Although the parties
believe that the expectations reflected in such forward-looking
statements will prove to be correct, the parties can give no assurance
that such expectations will prove to have been correct. The actual
future performance of the Company and Rent-Way could differ materially
from such statements. Factors that could cause or contribute to such
differences include, but are not limited to: (i) the parties' ability
to receive regulatory approval on terms acceptable to them, (ii) the
approval of the transaction by Rent-Way's shareholders, (iii) the
ability of the Company to successfully integrate the acquired stores
into the Company's operating system, (iv) the Company's ability to
enhance the performance of the acquired stores, (v) the ability of the
parties to close the transaction in the time period currently
anticipated, (vi) the satisfaction of the closing conditions to the
transaction, (vii) the ability to realize the cost savings
anticipated, (viii) the Company's ability to obtain acceptable
financing, and (ix) the other risks detailed from time to time in the
Company's and Rent-Way's SEC reports, including but not limited to,
the Company's annual report on Form 10-K for the year ended December
31, 2005 and its quarterly reports on Form 10-Q for the quarters ended
March 31, 2006 and June 30, 2006 and Rent-Way's annual report on Form
10-K for the year ended September 30, 2005 and its quarterly reports
on Form 10-Q for the quarters ended December 31, 2005 and March 30,
2006. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. Except as required by law, the Company and Rent-Way are
not obligated to publicly release any revisions to these
forward-looking statements to reflect the events or circumstances
after the date of this press release or to reflect the occurrence of
unanticipated events.