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Exhibit 10-N

                              SECOND AMENDMENT OF
                              TRUSERV CORPORATION
                     SAVINGS AND COMPENSATION DEFERRAL PLAN
           (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1998)

         WHEREAS, TruServ Corporation (the "Company") has established and
maintains the TruServ Corporation Savings and Compensation Deferral Plan (the
"Plan"); and

         WHEREAS, the Company has previously submitted the Plan to the Internal
Revenue Service in connection with a request for a favorable determination
letter evidencing the Plan's compliance with the Uruguay Round Agreements Act,
the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small
Business Jobs Protection Act of 1996, the Tax Relief Act of 1997 and the
Community Renewal Tax Relief Act of 2000; and

         WHEREAS, the Internal Revenue Service has requested that additional
amendments be made to the Plan before it will issue a favorable determination
letter for the Plan;

         NOW, THEREFORE, by virtue and in exercise of the power reserved to the
Company by Section 10.01 of the Plan and pursuant to resolutions adopted by the
Board of Directors of the Company, the Plan be and is hereby amended in the
following particulars:

         1.       By substituting the phrase "Section 132(f)(4)" for the phrase
"Section 132(f)" where it appears in the first sentence of Section 1.17.

         2.       By substituting for the last sentence of Section 1.17 of the
Plan the following:

         "Compensation of any Employee will not be taken into account to the
         extent that it exceeds the Annual Dollar Limit as adjusted in
         accordance with Section 401(a)(17)(B) of the Code as described in
         Section 1.08, provided that such

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         Annual Dollar Limit shall not be applied in determining Highly
         Compensated Employees under Section 1.27."

         3.       By substituting for subsection (a) of Section 3.06 of the Plan
the following:

                  "(a)(1)      The Committee will calculate the dollar
                  amount of excess contributions for each affected Highly
                  Compensated Employee in a manner described in Section
                  401(k)(8)(B) of the Code and Treasury Regulation Section
                  1.401(k)-1(f)(2). To do so, the Committee will reduce the
                  Actual Deferral Ratio of the Highly Compensated Employee with
                  the highest Actual Deferral Ratio to the extent necessary to
                  (i) enable the Plan to satisfy the limitations of this Section
                  3.06, or (ii) cause such Highly Compensated Employee's Actual
                  Deferral Ratio to equal the Actual Deferral Ratio of the
                  Highly Compensated Employee with the next highest Actual
                  Deferral Ratio. This process will be repeated until the Plan
                  would satisfy the limitations of this Section 3.06. However,
                  rather than distributing this amount to each affected Highly
                  Compensated Employee in the order of these employees' Actual
                  Deferral Ratios, these amounts will be aggregated and
                  distributed pursuant to subsection (a)(3) below. For purposes
                  of this subsection (a) of Section 3.06, `Actual Deferral
                  Ratio' means the ratio of: (i) the Income Deferral
                  Contributions made to the Plan on behalf of a Highly
                  Compensated Employee during the Plan Year, to (ii) the
                  Compensation of such Highly Compensated Employee for the Plan
                  Year.

                           (2)      The Committee will determine the total of
                  the dollar amounts calculated in under subsection (a)(1)
                  above.

                           (3)      The Income Deferral Contributions of the
                  Highly Compensated Employee with the highest dollar amount of
                  Income Deferral Contributions will be reduced by the amount
                  required to cause that Highly Compensated Employee's Income
                  Deferral Contribution to equal the dollar amount of the Income
                  Deferral Contribution of the Highly Compensated Employee with
                  the next highest dollar amount of Income Deferral
                  Contribution. This amount will then be distributed to the
                  Highly Compensated Employee with the highest dollar amount.
                  However, if a lesser reduction, when added to the total dollar
                  amount already distributed under this step, would equal the
                  total excess contributions, the lesser reduction amount will
                  be distributed.

                           (4)      If the total amount distributed is less than
                  the total excess contributions, the process described in
                  subsection (a)(3) is repeated."

         4.       By substituting for subsection (a) of Section 3.07 of the Plan
the following:

                  "(a)(1)      The Committee will calculate the dollar amount of
                  excess aggregate contributions for each affected Highly
                  Compensated Employee in a manner described in Section
                  401(m)(6) of the Code and Treasury Regulation

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         Section 1.401(m)-1(e)(2). To do so, the Committee will reduce the
         Actual Contribution Ratio of the Highly Compensated Employee with the
         highest Actual Contribution Ratio to the extent necessary to (i) enable
         the Plan to satisfy the limitations of this Section 3.07, or (ii) cause
         such Highly Compensated Employee's Actual Contribution Ratio to equal
         the Actual Contribution Ratio of the Highly Compensated Employee with
         the next highest Actual Contribution Ratio. This process will be
         repeated until the Plan does not exceed the limitations of this Section
         3.07. However, rather than distributing this amount to each affected
         Highly Compensated Employee in the order of these employees' Actual
         Contribution Ratios, these amounts will be aggregated and distributed
         pursuant to subsection (a)(3) below. For purposes of this subsection
         (a) of Section 3.07, `Actual Contribution Ratio' means the ratio of:
         (i) the Matching Contributions (and any Income Deferral Contributions
         taken into account in computing Actual Contribution Percentages) made
         to the Plan on behalf of a Highly Compensated Employee during the Plan
         Year, to (ii) the Compensation of such Highly Compensated Employee for
         the Plan Year.

                           (2)      The Committee will determine the total of
                  the dollar amounts calculated under subsection (a)(1) above.

                           (3)      The Matching Contribution of the Highly
                  Compensated Employee with the highest dollar amount of
                  Matching Contributions (and any Income Deferral Contributions
                  taken into account in computing Actual Contribution
                  Percentages) will be reduced by the amount required to cause
                  that Highly Compensated Employee's Matching Contributions (and
                  any Income Deferral Contributions taken into account in
                  computing Actual Contribution Percentages) to equal the dollar
                  amount of the Matching Contributions (and any Income Deferral
                  Contributions taken into account in computing Actual
                  Contribution Percentages) of the Highly Compensated Employee
                  with the next highest dollar amount of Matching Contributions
                  (and any Income Deferral Contributions taken into account in
                  computing Actual Contribution Percentages). This amount will
                  then be distributed to the Highly Compensated Employee with
                  the highest dollar amount. However, if a lesser reduction,
                  when added to the total dollar amount already distributed
                  under this step, would equal the total excess aggregate
                  contributions, the lesser reduction amount will be
                  distributed.

                           (4)      If the total amount distributed is less than
                  the total excess aggregate contributions, the process
                  described in subsection (a)(3) is repeated."

         5.       By substituting for subsection (b) of Section 3.07 of the Plan
the following:

                  "(b)     With respect to Matching Contributions (together with
         Earnings) to be distributed under subsection (a) above, vested Matching
         Contributions, together with applicable Earnings, shall be paid to the
         Participant and Matching

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         Contributions which are forfeitable under the Plan, together with
         applicable Earnings, shall be forfeited and applied to reduce future
         Company contributions."

         6.       By substituting for the last sentence of subsection (c) of
Section 3.10 of the Plan the following:

         "Notwithstanding the foregoing, for limitation years commencing prior
         to January 1, 1998, remuneration shall exclude amounts contributed by
         the Company pursuant to a salary reduction agreement which are not
         includible in the gross income of the Participant under Sections 125,
         132(f)(4), 402(g)(3) or 457 of the Code."

         7.       By substituting for the first sentence of subsection (a) of
Section 3.12 of the Plan the following:

         "Effective as of December 12, 1994 and notwithstanding any provision of
         this Plan to the contrary, contributions, benefits and service credit
         with respect to qualified military service will be provided in
         accordance with Section 414(u) of the Code."

         8.       By substituting for subsection (e)(iii) of Section 6.04 of the
Plan the following:

                  "(iii)   Notwithstanding the foregoing provisions of this
         Article, if a Participant dies before his Accounts have been
         distributed, the value of his Account shall be distributed as follows:

                           (A)      if the Participant is unmarried on his date
                                    of death, it shall be paid in a lump sum to
                                    his Beneficiary as soon as practicable; or

                           (B)      if such Participant is married at the time
                                    of his death, and his Account is only
                                    distributable in a lump sum under Section
                                    6.04(a), then the Participant's surviving
                                    spouse shall be entitled to 100% of such
                                    Participant's accounts. Notwithstanding the
                                    foregoing, a Participant may waive the death
                                    benefit otherwise payable to the surviving
                                    spouse under this subsection in favor of a
                                    different Beneficiary. Such waiver must
                                    specify such other Beneficiary and include
                                    the written acknowledgement and irrevocable
                                    consent of the Participant's spouse and be
                                    witnessed by a Plan representative or notary
                                    public. The consent of the spouse is not
                                    necessary if it is established to the
                                    satisfaction of the Plan representative that
                                    such consent may not be

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                                    obtained because there is no spouse, the
                                    spouse cannot be located, or such other
                                    circumstances as the Secretary of the
                                    Treasury may prescribe by regulations; or

                           (C)      if the Participant is married on his date of
                                    death, and his Account may be distributed in
                                    the form of a life annuity under Sections
                                    6.04(b), (c), (d) or (e), it shall be used
                                    to purchase a fixed annuity for the life of
                                    his spouse which is not less than the
                                    actuarial equivalent of 50% of the
                                    nonforfeitable Account balance of the
                                    Participant as of the date of the
                                    Participant's death, unless the spouse
                                    elects, in accordance with such procedures
                                    as the Committee shall prescribe, to receive
                                    a lump sum payment in lieu thereof. Annuity
                                    payments may be directed by the spouse
                                    within a reasonable time following the
                                    Participant's death."

         9.       By substituting for subsection (a) of Section 6.07 of the Plan
the following:

                  "(a)     "Eligible rollover distribution' means any
         distribution of all or any portion of the balance to the credit of the
         distributee, except that an eligible rollover distribution does not
         include: any distribution that is one of a series of substantially
         equal periodic payments (not less frequently than annually) made for
         the life (or life expectancy) of the distributee or the joint lives (or
         joint life expectancies) of the distributee and the distributee's
         designated beneficiary, or for a specified period of ten years or more;
         any distribution to the extent such distribution is required under
         Section 401(a)(9) of the Code; the portion of any distribution that is
         not includible in gross income (determined without regard to the
         exclusion for net unrealized appreciation with respect to employer
         securities); and any hardship distribution described in Section
         401(k)(2)(B)(i)(IV) of the Code."

         10.      By adding the new subsection (j) to Section 7.05 to the Plan
as a part thereof:

                  "(j)     If the Participant uses his Account as security for a
         loan made by the Plan and the Participant is married and his Account is
         subject to Section 417 of the Code, the Participant's spouse must
         consent to the Participant's use of his Account as security for a loan.
         The spouse's consent must be in writing in a form and in a manner
         determined by the Committee. The spousal consent must be obtained
         during the 90-day period prior to the date on which the loan is to be
         secured. Spousal consent is required even if the Account is not the
         primary security for the loan.

         Notwithstanding the foregoing paragraph, spousal consent is not
         required when the Plan is not subject to the survivor annuity rules,
         there is no spouse, if the spouse can not be located, if the
         Participant is legally separated from his spouse, if

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         the accrued benefit subject to the security does not exceed $5,000, or
         in other situations specifically excluded by law."

         11.      By substituting the word "Compensation" for the word
"compensation" everywhere such term appears in subsection (a) of Section 12.02
of the Plan as a part thereof.

         Particular 7 shall be effective as of December 12, 1994; particulars 3,
4 and 5 shall be effective as of January 1, 1997; particulars 1, 2, 6, 8, 10 and
11 shall be effective as of January 1, 1998; and particular 9 shall be effective
as of January 1, 2000.

         IN WITNESS WHEREOF, TruServ Corporation has caused this amendment to be
executed on its behalf by its duly authorized officer, this 19th day of
December, 2003.

                                   TruServ Corporation

                                   By: /s/ Amy W. Mysel
                                       ----------------
                                   Its: SVP of Human Resources and Communication
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