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Exhibit 10-K

                               FIRST AMENDMENT OF
                              TRUSERV CORPORATION
                         DEFINED LUMP SUM PENSION PLAN
           (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1998)

         WHEREAS, Truserv Corporation (the "Company"), has established and
maintains the TruServ Corporation Defined Lump Sum Pension 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 11.1 of the Plan and pursuant to resolutions adopted by the
Board of Directors of the Company, the Plan be and is hereby amended, effective
January 1, 1998, in the following particulars:

         1.       By substituting the first sentence in Section 7.1 of the Plan
with the following:

         "Upon the death of a Participant before his Retirement Date, his Spouse
         will receive a surviving Spouse benefit as described below in either
         Section 7.2(A) or (B) as applicable, but in no event less than the
         amount determined under Section 7.2(C), if all of the following
         requirements were met when the Participant died:"

         2.       By adding the following new subsection (C) to Section 7.2 of
the Plan as a part thereof:

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         "(C) Regardless of the amount determined under (A) or (B),

              (1)      if a married Participant dies before his Annuity Starting
                       Date, and also before reaching his earliest retirement
                       age, as defined in Sections 5.2 and 6.7, then the benefit
                       may not be less than the benefit that would be payable to
                       the Spouse if the Participant had separated from service
                       at the earlier of the actual separation or death,
                       survived until the earliest retirement age, retired at
                       that time with an immediate Qualified Joint and Survivor
                       Annuity, and died on the day thereafter; or

              (2)      if a married Participant dies before his Annuity Starting
                       Date, but after reaching his earliest retirement age, as
                       defined in Sections 5.2 and 6.7, then the benefit may not
                       be less than the benefit that would be payable to the
                       Spouse if the Participant had retired with an immediate
                       Qualified Joint and Survivor Annuity on the day before
                       the Participant's death."

         3.       By substituting for subsection (H) of Section 13.1 of the Plan
the following:

         "(H)     Remuneration

                  For purposes of this Section 13.1 and the following Section
                  13.2, a Participant's remuneration means his earned income,
                  wages, salaries, and fees for professional services, and other
                  amounts received for personal services actually rendered in
                  the course of employment with the employer maintaining the
                  plan determined for purposes of Section 13.1, including, but
                  not limited to, commissions paid to salesmen, compensation for
                  services on the basis of a percentage of profits, commissions
                  paid on insurance premiums, tips and bonuses (except as
                  excluded below) and also including, in accordance with Section
                  415(c)(3) of the Code, any elective deferrals (as defined in
                  Section 402(g)(3) of the Code) and any amount which is
                  contributed by the employer at the election of the employee
                  and which is not includible in the gross income of the
                  employee by reason of Sections 125, 132(f)(4), or 457 of the
                  Code. However, remuneration shall exclude the following:

                  (1)      Employer contributions under a simplified Associate
                           pension plan to the extent such contributions are
                           deductible by the Associate, or any distributions
                           from a plan of deferred compensation;

                  (2)      Amounts realized from the exercise of a nonqualified
                           stock option, or when restricted stock (or property)
                           held by the Associate either becomes freely
                           transferable or is no longer subject to a substantial
                           risk of forfeiture;

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                  (3)      Amounts realized from the sale, exchange, or other
                           disposition of stock acquired under a qualified stock
                           option;

                  (4)      Or other contributions made by the employer (whether
                           or not under a salary reduction agreement) towards
                           the purchase of an annuity described in Section
                           403(b) of the Code (whether or not the amounts are
                           actually excludable from the gross income of the
                           Associate).

                  Remuneration for any limitation year is the remuneration
                  actually paid or includible in gross income during such year."

         4.       By substituting the term "remuneration" for the term
"compensation" everywhere such term appears in Section 13.2 of the Plan.

         5.       By deleting the phrase "(within the meaning of Code Section
415(c)(3))" everywhere such term appears in Section 13.2 of the Plan.

         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
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                              Its: SVP of Human Resources and Communication
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