<PAGE>

                                                                     EXHIBIT 3-A


                              CERTIFICATE OF MERGER
                                       OF
                      SERVISTAR COAST TO COAST CORPORATION
                                      INTO
                                COTTER & COMPANY

                (Under Section 252 of the General Corporation Law
                           of the State of Delaware)

      COTTER & COMPANY hereby certifies that

      FIRST: The name and state of incorporation of each of the constituent
corporations are as follows:

<TABLE>
<CAPTION>
Name                                            State of Incorporation
----                                            ----------------------
<S>                                             <C>
Cotter & Company                                Delaware
ServiStar Coast to Coast Corporation            Pennsylvania
</TABLE>

      SECOND: An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by Cottar & Company and ServiStar Coast to
Coast Corporation in accordance with the provisions of subsection (c) of Section
252 of the General Corporation Law of the State of Delaware.

      THIRD: The name of the surviving corporation is Cotter & Company, which
shall herewith be changed to TruServ Corporation. The surviving corporation is a
corporation of the State of Delaware.

      FOURTH: The Certificate of Incorporation of Cotter & Company shall be as
set forth as Exhibit A hereto.

      FIFTH: The executed Agreement and Plan of Merger is on file at the office
of Cotter & Company located at 8600 West Bryn Mawr Avenue, Chicago, Illinois
60631-3505.

      SIXTH: A copy of the Agreement and Plan of Merger will be furnished by
Cotter & Company, on request and without cost to any stockholder of Cotter &
Company or ServiStar Coast to Coast Corporation.

      SEVENTH: The authorized capital stock of ServiStar Coast to Coast
Corporation consists of 600,000 shares of Common Stock, $100.00 par value and
3,000,000 shares of Preferred Stock, $50.00 par value.

<PAGE>

      EIGHTH: THIS CERTIFICATE OF MERGER SHALL BE EFFECTIVE AT 12:01 A.M.
(CHICAGO TIME) ON JULY 1, 1997.

      IN WITNESS WHEREOF, THE UNDERSIGNED HAVE EXECUTED THIS CERTIFICATE OF
MERGER THIS 25th DAY OF June 1997.

                                     COTTER & COMPANY
                                     A DELAWARE CORPORATION

   BY: /s/ Daniel A. Cotter
       ------------------------------------------
       DANIEL A. COTTER
       PRESIDENT AND CHIEF EXECUTIVE OFFICER

<PAGE>

                                   EXHIBIT A

                              Amended and Restated
                          CERTIFICATE OF INCORPORATION
                                       OF
                                COTTER & COMPANY

FIRST. The name of the Corporation is

                              TRUSERV CORPORATION

SECOND. Its registered office in the State of Delaware is located at No. 1209
Orange Street in the City of Wilmington, County of New Castle. The name and
address of its registered agent is The Corporation Trust Company, 1209 Orange
Street, Wilmington, Delaware.

THIRD. The Corporation shall be organized and operated on a cooperative basis
for the benefit of the holders of shares of its Class A Common Stock (who are
its Members). The nature of the business, or objects or purposes to be
transacted, promoted or carried on are:

         1. To manufacture, purchase or otherwise acquire, invest in, own,
         mortgage, pledge, sell, assign and transfer or otherwise dispose of and
         trade and deal in and deal with goods, wares and merchandise and
         personal property of every class and description, including, but not
         limited to:

            (a)   hardware, goods, tools and related products;

            (b)   building materials and related products;

            (c)   paints and paint sundries and related products;

            (d)   lawn and garden products, supplies, and tools;

            (e)   farming, home and garden maintenance supplies and related
                  products;

            (f)   automotive and related products;

            (g)   variety, crafts, houseware goods, appliances, sporting goods,
                  and related products; and

            (h)   musical instruments and related products.

      2. To engage is any lawful act or activity for which corporations may be
      organized under the General Corporation Law of Delaware.

      3. To acquire, hold, use, sell, assign, lease, grant licenses in respect
      of and otherwise deal in and dispose of letters patent of the United
      States or any other foreign country, patent rights, licenses and
      privileges, inventions, improvements and processes, copyrights, trademarks
      and trade names incident to or useful in connection with any business of
      this Corporation.

      4. To acquire the capital stock, bonds or other evidences of indebtedness,
      secured or unsecured, of any other corporation and to acquire the
      goodwill, rights, assets and property and to undertake and assume all or
      any part of the obligations or liabilities of any other corporation, firm,
      association or person.

<PAGE>

      5. To acquire by purchase, subscription or otherwise, and to receive,
      hold, own, guarantee, sell, assign, exchange, transfer, mortgage, lease,
      pledge or otherwise dispose of or deal in and with any personal or real
      property, or any of the shares of the capital stock, or any voting trust
      certificates in respect of the shares of capital stock, scrip, warrants,
      rights, bonds, debentures, notes, trust receipts and other securities,
      obligations, choses in action and evidences of indebtedness or interest
      issued or created by any corporations, joint stock companies, syndicates,
      associations, firms, trusts or persons, public or private, or by the
      government of the United States of America, or by any foreign government,
      or by any state, territory, province, municipality or other political
      subdivision or by any governmental agency, and as owner thereof to possess
      and exercise all he rights, powers and privileges of ownership, including
      the right to execute consents and vote thereon, and to do any and all acts
      and things necessary or advisable for the preservation, protection,
      improvement and enhancement in value thereof.

      6. To enter into, make and perform contracts of every kind and description
      with any person, firm, association, corporation, municipality, county,
      state, body politic or government or colony or dependency thereof.

      7. To borrow or raise moneys for any of the purposes of the Corporation
      and, from time to time without limit as to amount, to draw, make, accept,
      endorse, execute and issue promissory notes, drafts, bills of exchange,
      warrants, bonds, debentures and other negotiable or non-negotiable
      instruments and evidences of indebtedness, and to secure the payment of
      any thereof and of the interest thereon by mortgage upon or pledge,
      conveyance or assignment in trust of the whole or any part of the property
      of the Corporation, whether at the time owned or thereafter acquired, and
      to sell, pledge or otherwise dispose of such bonds or other obligations of
      the Corporation for its corporate purposes.

      8. To purchase, hold, sell and transfer the shares of its own capital
      stock; provided it shall not use its funds or property for the purchase of
      its own shares of capital stock when such use would cause any impairment
      of its capital except as otherwise permitted by law, and provided further
      that shares of its own capital stock belonging to it shall not be voted
      upon directly or indirectly.

The objects and purposes specified in the foregoing clauses shall, except where
otherwise expressed, be in nowise limited or restricted by reference to, or
inference from, the terms of any other clause in this Certificate of
Incorporation, but the objects and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent objects and purposes.

FOURTH. The total number of shares of all classes of Common Stock which this
Corporation shall have the authority to issue is 4,750,000, consisting of:

          750,000 shares of Class A Common Stock, $ 100 par value; and
          4,000,000 shares of Class B Common Stock, $100 par value.

The designations and the powers, preferences and rights, and the qualifications,
limitations and restrictions of the Class A Common Stock and the Class B Common
Stock are as follows:

      1. Only the Class A Common Stock shall have voting rights. The holder of
      record of each outstanding share of Class A Common Stock shall be entitled
      to one vote on each matter submitted to a vote at a meeting of
      stockholders.

      2. Except as hereinabove provided with respect to voting rights, neither
      of the two classes of common stock shall be entitled to any preference or
      priority over the other. No dividend shall be declared or paid unless at
      the same rate per share on both classes of common stock at the same time,
      and in the event of the dissolution, liquidation or winding up of the
      Corporation, the shares of Class A Common Stock and Class

                                       2
<PAGE>

      B Common Stock shall be entitled to the same amounts per share without
      preference or priority of one class over the other.

      3. The Corporation shall have a lien upon the shares of Class A Common
      Stock and Class B Common Stock registered in the name of any stockholder
      and upon any dividends payable on such shares, to secure the payment of
      any indebtedness due to the Corporation from such stockholder. The
      Corporation shall not be required to transfer upon its records the shares
      of Class A Common Stock or Class B Common Stock of such stockholder or to
      pay any dividends declared on any such shares until such indebtedness
      shall have been fully paid, and the Corporation shall have the right to
      apply the dividends declared from time to time upon the stock of such
      stockholder to the liquidation, in whole or in part, of the said
      indebtedness. If the Corporation shall exercise its option as hereinafter
      in these articles provided to repurchase shares of Class A Common Stock or
      Class B Common Stock owned by a stockholder who is then indebted to the
      Corporation, it shall have the right to offset the stockholder's
      indebtedness against the purchase price of such shares.

      4. The number of shares of Class A Common Stock which shall comprise a
      unit of ownership shall be fixed from time to time by the Board of
      Directors or in the By-Laws. No shares of Class B Common Stock shall be
      issued or sold except to persons who are, at the time of such issuance,
      holders of shares of Class A Common Stock.

      5. No holder of any class of stock of the Corporation shall have any
      preemptive or preferential right to subscribe to or purchase any shares of
      stock of the Corporation or shares or securities of any kind, either
      convertible into or evidencing the right to purchase any shares of stock
      of the Corporation, other than such thereof, if any, as the Board of
      Directors in its discretion may from time to time determine.

      6. Whenever, for any reason, any stockholder shall desire to dispose of
      any shares of Class A Common Stock or Class B Common Stock of the
      Corporation (whether by sale, transfer, assignment, gift or in any other
      manner), or whenever any stockholder shall die or shall suffer any other
      event by which any of such shares are voluntarily or involuntarily
      transferred by operation of law or otherwise, the Corporation shall have
      an option to purchase all shares of Class A Common Stock and Class B
      Common Stock owned by such stockholder, at the price, and upon the
      conditions, hereinafter stated. Such option may be exercised by the
      Corporation at any time within ninety (90) days following the date upon
      which the Corporation receives from the stockholder written notice of such
      stockholders' desire to dispose of any of the shares owned by the
      stockholder or within ninety (90) days following the receipt by the
      Corporation, from any party in interest, of written notice of the death of
      the stockholder or other fact giving rise to voluntary or involuntary
      transfer of any of the shares. The price to be paid by the Corporation
      upon exercise of its option to purchase such shares shall be an amount
      equal to the par value thereof; such purchase shall proceed upon such
      other terms and conditions as may be specified in the By-Laws.

      Any disposition or attempted disposition of the shares of Class A Common
      Stock or Class B Common Stock of the Corporation, voluntary or
      involuntary, by operation of law or otherwise, shall be null and void and
      no such disposition or attempted disposition shall entitle any person to
      have any of said shares transferred on the books of the Corporation or to
      claim or assert any of the rights of a stockholder of the Corporation,
      unless the Corporation shall have been afforded a proper opportunity to
      exercise its option for the purchase of said shares as hereinbefore
      provided and shall have failed to exercise its option within the time
      limited.

      Nothing hereinbefore contained shall restrict the right of any
      stockholder.

            (a) to pledge (or otherwise subject to a lien) any of the shares of
            Class A Common Stock or Class B Common Stock of the Corporation in a
            bona fide transaction as security for a debt or other obligation of
            the stockholder, or affect the rights which the pledgee or
            lienholder would otherwise have with respect to said shares;
            provided, however, that if the pledge or lien shall be foreclosed
            and the stockholder shall cease to be the owner of said shares, such
            foreclosure shall be deemed to be an involuntary transfer of the
            shares and the Corporation shall thereupon have the option to

                                       3
<PAGE>

            purchase the shares hereinabove provided which shall be exercisable
            within ninety (90) days after receipt of written notice of the fact
            of foreclosure; or

            (b) to sell or otherwise dispose of all or any part of the shares of
            Class B Common Stock (but not of Class A Common Stock) to a person
            who is then a holder of shares of Class A Common Stock of the
            Corporation.

      Should the Corporation fail or decline to exercise its option and a
      disposition be consummated, the stock shall be subject to all and the same
      rights and restrictions (including, without limitation the option set
      forth herein and any call or similar rights of the Corporation as may be
      set forth herein, in the By-Laws or elsewhere) in the hands of the new
      holder as in the hands of the former holder.

      7. The Corporation may be obligated or have the option to purchase or
      redeem its stock and stockholders may be obligated or have the right to
      sell their stock to the Corporation at par value in such circumstances and
      upon terms and conditions as may be specified in the By-Laws from time to
      time; provided, however, that the stockholders shall approve any such
      provision in the By-Laws. Without limiting the generality of the preceding
      sentence of this Paragraph 7 of ARTICLE FOURTH or compelling inclusion of
      any provision in the By-Laws, such right or obligation may be granted with
      respect to situations where the business relationship of a stockholder and
      the Corporation terminates.

      8. As used in these articles, the term "person" shall mean and include any
      individual, group or association of individuals however organized,
      corporation, and any other natural or artificial entity. The term
      "stockholder" shall mean any person, so defined, who is a stockholder of
      the Corporation.

FIFTH. The minimum amount of capital with which the Corporation will commence
business is One Thousand Dollars ($1,000.00).

SIXTH. The Corporation is to have perpetual existence.

SEVENTH. The private property of the stockholders of the Corporation shall not
be subject to the payment of corporate debts to any extent whatever.

EIGHTH. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:

      To make, alter, amend or repeal the By-Laws of the Corporation.

      To authorize and cause to be executed mortgages and liens upon the real
      and personal property of the Corporation.

      To set apart out of any of the funds of the Corporation available for
      dividends a reserve or reserves for any purpose specified in the By-Laws
      and to abolish any such reserve in the manner in which it was created.

      By resolution or resolutions passed by a majority of the whole board, to
      designate one or more committees, each committee to consist of three or
      more of the directors of the Corporation, which, to the extent provided in
      said resolution or resolutions or in the By-Laws of the Corporation, shall
      have and may exercise the powers of the Board of Directors in the
      management of the business and affairs of the Corporation, and may have
      power to authorize the seal of the Corporation to be affixed to all papers
      which may require it. Such committee or committees shall have such name or
      names as may be stated in the By-Laws of the Corporation or as may be
      determined from time to time by resolution adopted by the Board of
      Directors. A majority of the members of any such committee may determine
      its action and fix the time and place of its meetings unless the Board of
      Directors shall otherwise provide. The Board of Directors shall have power
      at any time to fill vacancies in, to change the membership of, or to
      dissolve any committee.

                                       4
<PAGE>

      When and as authorized by the affirmative vote of the holders of a
      majority of the Common Stock issued and outstanding given at a
      stockholders' meeting duly called for that purpose, or when authorized by
      the written consent of the holders of a majority of the voting stock
      issued and outstanding, to sell, lease or exchange all of the property and
      assets of the Corporation, including its goodwill and its corporate
      franchises, upon such terms and conditions and for such consideration,
      which may be in whole or in part shares of stock in, and/or other
      securities of, any other corporation or corporations, as its Board of
      Directors shall deem expedient and for the best interests of the
      Corporation.

NINTH. Meetings of stockholders may be held outside the State of Delaware, if
the By-Laws so provide. The books of the Corporation may be kept (subject to any
provision contained in the statutes) outside the State of Delaware at such place
or places as may be designated from time to time by the Board of Directors or in
the By-Laws of the Corporation. Elections of directors need not be by ballot
unless the By-Laws of the Corporation shall so provide.

TENTH. The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

ELEVENTH. The business of the Corporation shall be managed by a Board of
Directors, the number of which shall be such as from time to time shall be fixed
by, or in the manner provided in, the By-Laws, but in no case shall the number
be less than three. The directors may be divided into one, two or three classes
as may be provided in the By-Laws or in resolutions from time to time adopted by
the stockholders at any annual meeting or at any special meeting held for that
purpose; the term of office of those of the first class to expire at the annual
meeting next ensuing; of the second class one year thereafter; of the third
class two years thereafter, and at each annual election held after such
classification and election, directors shall be chosen for a full term, as the
case may be, to succeed those whose term expires.

TWELFTH:    (a) A director of the Corporation shall not be liable to the
            Corporation or its stockholders for monetary damages for breach of
            fiduciary duty as a director, except to the extent such exemption
            from liability or limitation thereof is not permitted under the
            Delaware General Corporation Law as the same exists or may hereafter
            be amended.

            (b) The Corporation shall indemnify, in accordance with and to the
            full extent permitted by the Delaware General Corporation Law as the
            same exists or may hereafter be amended, any person who was or is a
            party or is threatened to be made a party to any threatened, pending
            or completed action, suit or proceeding, whether civil, criminal,
            administrative or investigative (including, without limitation, an
            action by or in the right of the Corporation), by reason of the fact
            that such person is or was a director, officer, employee or agent of
            the Corporation, or is or was serving at the request of the
            Corporation as a director, officer, employee or agent of another
            Corporation, partnership, joint venture, trust or other enterprise,
            against any liability or expense actually and reasonably incurred by
            such person in respect thereof. Such indemnification shall not be
            deemed exclusive of any other right of such director, officer or
            employee to indemnification provided by law or otherwise.

            (c) Any repeal or modification of the foregoing paragraphs shall not
            adversely affect any right or protection of any person thereunder
            with respect to any act or omission occurring prior to or at the
            time of such repeal or modification.

                                       5
<PAGE>


                           CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF INCORPORATION

      TruServ Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

      FIRST: That a meeting of the Board of Directors of said TruServ
Corporation was duly held and convened on February 26, 1998, resolutions were
duly adopted setting forth a proposed amendment to the Certificate of
Incorporation of said Corporation and declaring said amendment advisable and
calling a meeting of the stockholders of said Corporation for consideration
thereof. The resolutions setting forth the proposed amendment are as follows:

      RESOLVED, that Article Fourth, Paragraph No. 7 of the Certificate of
Incorporation of the Company shall, immediately after approval of the
stockholders, be amended as follows:

      7. The Corporation may be obligated or have the option to purchase or
      redeem its stock and stockholders may be obligated or have the right to
      sell their stock to the Corporation at par value in such circumstances and
      upon terms and conditions as may be specified in the By-Laws from time to
      time. Without limiting the generality of the preceding sentence of this
      Paragraph 7 of ARTICLE FOURTH or compelling inclusion of any provision in
      the By-Laws, such right or obligation may be granted with respect to
      situations where the business relationship of a stockholder and the
      Corporation terminates.

      SECOND: That, thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the stockholders of said Corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of

<PAGE>

Delaware, at which meeting the necessary number of stockholders, as required by
statute, voted in favor of said amendment.

      THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation law of the State of
Delaware.

      FOURTH: That the capital of said Corporation will not be reduced under or
by reason of said amendment.

      FIFTH: That said amendment does not effect any change in the issued shares
of said Corporation.

      IN WITNESS WHEREOF, said TruServ Corporation has caused its corporate seal
to be hereunto affixed and this Certificate to be signed by Paul E. Pentz, its
President, and Daniel T. Burns, its Secretary, effective as of the 7th day of
April, 1998.

                                     TRUSERV CORPORATION

                                     BY: /s/ PAUL E. PENTZ
                                         ------------------------------------
                                         PRESIDENT & CHIEF OPERATING OFFICER

ATTEST: /s/ DANIEL T. BURNS
        ----------------------
              SECRETARY

<PAGE>


                       CERTIFICATE OF OWNERSHIP AND MERGER
                                       OF
                                   TSTV, INC.
                                  WITH AND INTO
                               TRUSERV CORPORATION

      The undersigned corporations organized and existing under and by virtue of
the General Corporation Law of Delaware, do hereby certify:

      FIRST: That the name, status and state of incorporation of each
constituent corporation is as follows:

<TABLE>
<CAPTION>
Name                   Status         State of Incorporation
----                   ------         ----------------------
<S>                    <C>            <C>
TruServ Corporation    Parent                Delaware
TSTV, Inc.             Subsidiary            Delaware
</TABLE>

      SECOND: That certain Agreement and Plan of Merger, dated as of December
29, 2004 (the "Agreement"), by and among the parties to the merger has been
approved, adopted, certified, executed and acknowledged by each of the Boards of
Directors of the constituent corporations in accordance with Section 253 of the
General Corporation Law of the State of Delaware by adoption of the resolutions
attached hereto as Exhibits A and B;

      THIRD: That the Surviving Corporation is TruServ Corporation, which name
of such Surviving Corporation shall hereinwith be changed to "True Value
Company";

      FOURTH: The Certificate of Incorporation of the Surviving Corporation
shall be amended hereby to effect the name change described in Paragraph THIRD;

      FIFTH: That an executed copy of the Agreement is on file at the office of
the Surviving Corporation, 8600 West Bryn Mawr, Chicago, Illinois 60631; and

      SIXTH: That a copy of the Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of each constituent
corporation.

                                      * * * * *

<PAGE>

      IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Ownership and Merger this 29th day of December, 2004.

                                   TRUSERV CORPORATION

                                   By:  /s/ Cathy C. Anderson
                                       ------------------------------

                                   Name:  Cathy  C. Anderson
                                         ------------------------------

                                   Title: Secretary
                                         ------------------------------

                                   TSTV, INC.

                                   By:  /s/ Cathy C. Anderson
                                       ------------------------------

                                   Name: Cathy C. Anderson
                                         ------------------------------

                                   Title: Secretary
                                          ------------------------------
<PAGE>

                                   EXHIBIT A

<PAGE>

                                   TSTV, INC.

               Unanimous Written Consent of the Board of Directors
                           to Action Without a Meeting

      The undersigned, being all of the members of the Board of Directors of
TSTV, Inc. (the "Corporation"), a Delaware corporation, hereby unanimously
consent in writing, pursuant to the provisions of Section 141(f) of the Delaware
General Corporation Law and Section 2.08 of the By-Laws of the Corporation, to
the adoption of the following resolutions:

1.    Corporate Matters

      RESOLVED, that finding that it is in the best interests of the Corporation
      to merge with and into its parent corporation, TruServ Corporation, the
      Agreement and Plan of Merger in substantially the form attached hereto as
      Exhibit A is hereby approved.

      RESOLVED, that the merger of the Corporation with and into TruServ
      Corporation is hereby approved.

      RESOLVED, that the Certificate of Ownership and Merger substantially in
      the form attached hereto as Exhibit B is hereby approved.

      RESOLVED, that the filing of the Certificate of Ownership and Merger by or
      on behalf of an officer of the Corporation with the State of Delaware is
      hereby approved.

2.    General

      RESOLVED, that all actions heretofore taken by any officer or director of
      the Corporation in connection with the subject matter of the foregoing
      resolutions be, and they hereby are, ratified and approved in all
      respects.

      RESOLVED, that the omission from these resolutions of any agreement or
      other arrangement contemplated by any of the agreements or instruments
      described in the foregoing resolutions or any action to be taken in
      accordance with any requirement of any of the agreements or instruments
      described in the foregoing resolutions shall in no manner derogate from
      the authority of any officer or director to take all actions necessary,
      desirable, advisable or appropriate to consummate, effectuate, carry out
      or further the transactions contemplated by and the intent and purposes of
      the foregoing resolutions.

<PAGE>

      RESOLVED, that the officers and directors of the Corporation be, and each
      of them hereby is, authorized, in the name and on behalf of the
      Corporation, to execute and deliver any and all such agreements,
      certificates, instruments or other documents and to give (or authorize
      such other employees of the Corporation as any of such officers may deem
      appropriate to give) such notices or instructions and to take such other
      actions and to do such other acts and things as each of them may from time
      to time deem necessary or appropriate to effect the transactions
      contemplated by the foregoing resolutions, or otherwise authorized by the
      foregoing resolutions, the taking of any such action to be conclusive
      evidence that the same has been approved by the Corporation.

      RESOLVED, that this Written Consent of the Board of Directors may be
      executed in counterparts each of which shall be deemed to be an original
      and all of which shall together constitute but one and the same
      instrument;

      RESOLVED, that the executed copy of this Written Consent of the Board of
      Directors shall be filed with the minutes of the proceedings of the Board
      of Directors of the Corporation.

      IN WITNESS WHEREOF, each of the undersigned has executed this Written
Consent of the Board of Directors of the Corporation as of the 29th day of
December, 2004.

         /s/ David A. Shadduck
--------------------------------
David A. Shadduck

         /s/ Cathy C. Anderson
--------------------------------
Cathy C. Anderson

         /s/ Barbara L. Wagner
--------------------------------
Barbara L. Wagner

                                      -2-
<PAGE>

                                    Exhibit A

                          AGREEMENT AND PLAN OF MERGER

      AGREEMENT AND PLAN OF MERGER, dated this 29th day of December, 2004,
pursuant to section 253 of the General Corporation Law of the State of Delaware,
between TSTV, Inc., a Delaware Corporation (the "Merged Corporation"), and
TruServ Corporation, a Delaware Corporation (the "Surviving Corporation"
together, with the Merged Corporation, the "Constituent Corporations").

                                   WITNESSETH

      WHEREAS, the Constituent Corporations desire to merge into a single
corporation, as hereinafter specified; and

      WHEREAS, the registered office of TSTV, Inc. in the State of Delaware is
located at 1209 Orange Street in the City of Wilmington, County of New Castle,
and the name of its registered agent at such address is The Corporation Trust
Company; and

      WHEREAS, the registered office of TruServ Corporation in the State of
Delaware is located at 1209 Orange Street in the City of Wilmington, County of
New Castle and the name of its registered agent at such address is The
Corporation Trust Company.

      NOW, THEREFORE, the corporations, parties to this Agreement, in
consideration of the mutual covenants, agreements and provisions hereinafter
contained do hereby prescribe the terms and conditions of said merger and mode
of carrying the same into effect as follows:

      1. TruServ Corporation hereby merges into itself its wholly owned
subsidiary, TSTV, Inc., and TSTV, Inc. shall be and hereby is merged into
TruServ Corporation, which shall be the surviving corporation.

      2. The Certificate of Incorporation of TruServ Corporation, which is the
surviving corporation, shall be amended with respect to paragraph 3 below.

      3. The name of the Surviving Corporation shall be changed to "True Value
Company".

      4. The terms and conditions of the merger are as follows:

      (a) The by-laws of the Surviving Corporation as they exist on the
effective date of this Agreement shall be and remain the by-laws of the
Surviving Corporation until the same shall be altered, amended or repealed as
therein provided.

      (b) The directors and officers of the Surviving Corporation shall continue
in office as the directors and officers of the Surviving Corporation until their
successors shall have been duly elected and qualified.

<PAGE>

      (c) This merger shall become effective upon filing with the Secretary of
State of Delaware. However, for all accounting purposes, the effective date of
the merger, if different from such filing date, shall be as of the close of
business on December 31, 2004.

      (d) Upon the merger becoming effective, all property, rights, privileges,
franchises, patents, trademarks, licenses, registrations and other assets of
every kind and description of the Merged Corporation shall be transferred to,
vested in and devolve upon the Surviving Corporation without further act or
deed. The Merged Corporation hereby agrees from time to time, as and when
requested by the Surviving Corporation or by its successors or assigns, to
execute and deliver or cause to be executed and delivered all such deeds and
instruments and to take or cause to be taken such further or other action as the
Surviving Corporation may deem necessary or desirable in order to vest in and
confirm to the Surviving Corporation title to and possession of any property of
the Merged Corporation acquired or to be acquired by reason of or as a result of
the merger herein provided for and otherwise to carry out the intent and
purposes hereof and the proper officers and directors of the Merged Corporation
and the proper officers and directors of the Surviving Corporation are fully
authorized in the name of the Merged Corporation or otherwise to take any and
all such action.

      (e) Each share of stock of the Surviving Corporation which shall be
outstanding immediately prior to the effectiveness of the merger, and all rights
in respect thereof shall forthwith be converted by operation of law into and
become the shares of stock of the Surviving Corporation upon the consummation of
the merger.

      IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the
approval and authority duly given by resolutions adopted by their respective
Boards of Directors, and that fact having been certified on said Agreement and
Plan of Merger by the (Secretary/Assistant Secretary) of each corporate party
hereto, have caused these presents to be executed by the _______________ of each
party hereto as the respective act, deed and agreement of each of said
corporations on this 29th day of December, 2004.

TSTV, INC.                                    TRUSERV CORPORATION
__________________________________            ________________________________

By: ______________________________            By: ____________________________

Name: ____________________________            Name: __________________________

Title: ___________________________            Title: _________________________

                                      -2-
<PAGE>

                                   Exhibit B

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                       OF
                                   TSTV, INC.
                                  WITH AND INTO
                               TRUSERV CORPORATION

      The undersigned corporations organized and existing under and by virtue of
the General Corporation Law of Delaware, do hereby certify:

      FIRST: That the name, status and state of incorporation of each
constituent corporation is as follows:

<TABLE>
<CAPTION>
Name                   Status                State of Incorporation
----                   ------                ----------------------
<S>                    <C>                   <C>
TruServ Corporation    Parent                      Delaware
TSTV, Inc.             Subsidiary                  Delaware
</TABLE>

      SECOND: That certain Agreement and Plan of Merger, dated as of December
29th, 2004 (the "Agreement"), by and among the parties to the merger has been
approved, adopted, certified, executed and acknowledged by each of the Boards of
Directors of the constituent corporations in accordance with Section 253 of the
General Corporation Law of the State of Delaware by adoption of the resolutions
attached hereto as Exhibits A and B;

      THIRD: That the Surviving Corporation is TruServ Corporation, which name
of such Surviving Corporation shall hereinwith be changed to "True Value
Company";

      FOURTH: The Certificate of Incorporation of the Surviving Corporation
shall be amended hereby to effect the name change described in Paragraph THIRD;

      FIFTH: That an executed copy of the Agreement is on file at the office of
the Surviving Corporation, 8600 West Bryn Mawr, Chicago, Illinois 60631; and

      SIXTH: That a copy of the Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of each constituent
corporation.

                                    * * * * *

<PAGE>

      IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Ownership and Merger this 29th day of December, 2004.

                                         TRUSERV CORPORATION

                                         By:  ____________________________

                                         Name:____________________________

                                         Title: ____________________________

                                         TSTV, INC.

                                         By:____________________________

                                         Name:____________________________

                                         Title:____________________________
<PAGE>

                                   EXHIBIT B

<PAGE>

                               TRUSERV CORPORATION

               Unanimous Written Consent of the Board of Directors
                           to Action Without a Meeting

      The undersigned, being all of the members of the Board of Directors of
TruServ Corporation (the "Corporation"), a Delaware corporation, hereby
unanimously consent in writing, pursuant to the provisions of Section 141(f) of
the Delaware General Corporation Law and the By-Laws of the Corporation, to the
adoption of the following resolutions:

1.    Corporate Matters

      RESOLVED, that having determined that it is in the best interests of the
      Corporation to merge its wholly owned subsidiary corporation, TSTV, Inc.
      with and into the Corporation, the Agreement and Plan of Merger in
      substantially the form attached hereto as Exhibit A, is hereby approved.

      RESOLVED, that the merger of the TSTV, Inc. with and into the Corporation
      is hereby approved.

      RESOLVED, that the Certificate of Ownership and Merger substantially in
      the form attached hereto as Exhibit B, is hereby approved.

      RESOLVED, that the name of the Corporation shall be changed upon the
      filing of the Certificate of Ownership and Merger to "True Value Company"
      and such name change is hereby approved.

      RESOLVED, that the filing of the Certificate of Ownership and Merger by or
      on behalf of an officer of the Corporation with the State of Delaware is
      hereby approved.

2.    General

      RESOLVED, that all actions heretofore taken by any officer or director of
      the Corporation in connection with the subject matter of the foregoing
      resolutions be, and they hereby are, ratified and approved in all
      respects.

      RESOLVED, that the omission from these resolutions of any agreement or
      other arrangement contemplated by any of the agreements or instruments
      described in the foregoing resolutions or any action to be taken in
      accordance with any requirement of any of the agreements or instruments
      described in the foregoing resolutions shall in no manner derogate from
      the authority of any officer or director to take all actions necessary,
      desirable, advisable or appropriate to consummate, effectuate, carry out
      or further the transactions contemplated by and the intent and purposes of
      the foregoing resolutions.

<PAGE>

      RESOLVED, that the officers and directors of the Corporation be, and each
      of them hereby is, authorized, in the name and on behalf of the
      Corporation, to execute and deliver any and all such agreements,
      certificates, instruments or other documents and to give (or authorize
      such other employees of the Corporation as any of such officers may deem
      appropriate to give) such notices or instructions and to take such other
      actions and to do such other acts and things as each of them may from time
      to time deem necessary or appropriate to effect the transactions
      contemplated by the foregoing resolutions, or otherwise authorized by the
      foregoing resolutions, the taking of any such action to be conclusive
      evidence that the same has been approved by the Corporation.

      RESOLVED, that this Written Consent of the Board of Directors may be
      executed in counterparts each of which shall be deemed to be an original
      and all of which shall together constitute but one and the same
      instrument.

      RESOLVED, that the executed copy of this Written Consent of the Board of
      Directors shall be filed with the minutes of the proceedings of the Board
      of Directors of the Corporation.

      IN WITNESS WHEREOF, each of the undersigned has executed this Written
Consent of the Board of Directors of the Corporation as of the 29th day of
December, 2004.

      /s/ Bryan R. Ableidinger                        /s/ Kenneth A. Niefeld
------------------------------                 ---------------------------------
Bryan R. Ableidinger                           Kenneth A. Niefeld

      /s/ Laurence L. Anderson                        /s/ David Y. Schwartz
------------------------------                 ---------------------------------
Laurence L.Anderson                            David Y. Schwartz

      /s/ Michael S. Glode                            /s/ Gilbert L. Wachsman
------------------------------                 ---------------------------------
Michael S. Glode                               Gilbert L. Wachsman

      /s/ Thomas S. Hanemann                          /s/ Brian A. Webb
------------------------------                 ---------------------------------
Thomas S. Hanemann                             Brian A. Webb

      /s/ Judith S. Harrison                          /s/ Charles W. Welch
------------------------------                 ---------------------------------
Judith S. Harrison                             Charles W. Welch

                                      - 2 -
<PAGE>

                   CERTIFICATE OF CORRECTION FILED TO CORRECT
                      A CERTAIN ERROR IN THE CERTIFICATE OF
                             OWNERSHIP AND MERGER OF
                               TRUE VALUE COMPANY

True Value Company, a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,

      DOES HEREBY CERTIFY:

      1. The name of the corporation is True Value Company.

      2. That a Certificate of Ownership and Merger was filed by the Secretary
of State of Delaware on December 29, 2004 and that said Certificate requires
correction as permitted by Section 103 of the General Corporation Law of the
State of Delaware.

      3. The defect of said Certificate to be corrected is as follows: the
merger contemplated by said Certificate shall have been effective as of December
31,2004.

      4. Article SECOND of said Certificate is hereby replaced in its entirety
(including Exhibits thereto) and corrected to read as follows (with Exhibits as
attached hereto):

                  SECOND: That certain Agreement and Plan of Merger, dated as of
            December 29, 2004, to be effective as of December 31, 2004 (the
            "Agreement"), by and among the parties to the merger has been
            approved, adopted, certified, executed and acknowledged by each of
            the Boards of Directors of the constituent corporations in
            accordance with Section 253 of the General Corporation Law of the
            State of Delaware by adoption of the resolutions attached hereto as
            Exhibits A and B:

      5. Article THIRD of said Certificate is hereby replaced in its entirety
and corrected to read as follows:

                  THIRD: That upon the effective date of December 31, 2004 of
            the merger contemplated hereby, the Surviving Corporation shall be
            TruServ Corporation, which name of such Surviving Corporation shall
            be changed to "True Value Company";

      6. Article FOURTH of said Certificate is hereby replaced in its entirety
and corrected to read as follows:

                  FOURTH: The Certificate of Incorporation of the Surviving
            Corporation shall be amended effective December 31, 2004 to effect
            the name change described in Paragraph THIRD;

<PAGE>

      IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Correction this 4th day of January, 2005.

                                    TRUE VALUE COMPANY

                                    By: /s/ CATHY C. ANDERSON
                                       ----------------------

                                    Name: Cathy C. Anderson

                                    Title: Secretary


<PAGE>

                                   TSTV, INC.

               Unanimous Written Consent of the Board of Directors
                           to Action Without a Meeting

      The undersigned, being all of the members of the Board of Directors of
TSTV, Inc. (the "Corporation"), a Delaware corporation, hereby unanimously
consent in writing, pursuant to the provisions of Section 141(f) of the Delaware
General Corporation Law and Section 2.08 of the By-Laws of the Corporation, to
the adoption of the following resolutions:

1.    Corporate Matters

      RESOLVED, that finding that it is in the best interests of the Corporation
      to merge with and into its parent corporation, TruServ Corporation, the
      Agreement and Plan of Merger in substantially the form attached hereto as
      Exhibit A is hereby approved.

      RESOLVED, that the merger of the Corporation with and into TruServ
      Corporation is hereby approved.

      RESOLVED, that the Certificate of Ownership and Merger substantially in
      the form attached hereto as Exhibit B is hereby approved.

      RESOLVED, that the filing of the Certificate of Ownership and Merger by or
      on behalf of an officer of the Corporation with the State of Delaware is
      hereby approved.

2.    General

      RESOLVED, that all actions heretofore taken by any officer or director of
      the Corporation in connection with the subject matter of the foregoing
      resolutions be, and they hereby are, ratified and approved in all
      respects.

      RESOLVED, that the omission from these resolutions of any agreement or
      other arrangement contemplated by any of the agreements or instruments
      described in the foregoing resolutions or any action to be taken in
      accordance with any requirement of any of the agreements or instruments
      described in the foregoing resolutions shall in no manner derogate from
      the authority of any officer or director to take all actions necessary,
      desirable, advisable or appropriate to consummate, effectuate, carry out
      or further the transactions contemplated by and the intent and purposes of
      the foregoing resolutions.

<PAGE>

      RESOLVED, that the officers and directors of the Corporation be, and each
      of them hereby is, authorized, in the name and on behalf of the
      Corporation, to execute and deliver any and all such agreements,
      certificates, instruments or other documents and to give (or authorize
      such other employees of the Corporation as any of such officers may deem
      appropriate to give) such notices or instructions and to take such other
      actions and to do such other acts and things as each of them may from time
      to time deem necessary or appropriate to effect the transactions
      contemplated by the foregoing resolutions, or otherwise authorized by the
      foregoing resolutions, the taking of any such action to be conclusive
      evidence that the same has been approved by the Corporation.

      RESOLVED, that this Written Consent of the Board of Directors may be
      executed in counterparts each of which shall be deemed to be an original
      and all of which shall together constitute but one and the same
      instrument;

      RESOLVED, that the executed copy of this Written Consent of the Board of
      Directors shall be filed with the minutes of the proceedings of the Board
      of Directors of the Corporation.

      IN WITNESS WHEREOF, each of the undersigned has executed this Written
Consent of the Board of Directors of the Corporation as of the 29th day of
December, 2004.

/s/ David A. Shadduck
-------------------------
David A. Shadduck

/s/ Cathy C. Anderson
-------------------------
Cathy C. Anderson

/s/ Barbara L. Wagner
-------------------------
Barbara L. Wagner

                                      - 2 -
<PAGE>

                         EXHIBIT A TO TSTV, INC. CONSENT

                          AGREEMENT AND PLAN OF MERGER

      AGREEMENT AND PLAN OF MERGER, dated as of December 29, 2004, to be
effective as of December 31, 2004, pursuant to section 253 of the General
Corporation Law of the State of Delaware, between TSTV, Inc., a Delaware
Corporation (the "Merged Corporation"), and TruServ Corporation, a Delaware
Corporation (the "Surviving Corporation" together, with the Merged Corporation,
the "Constituent Corporations").

                                   WITNESSETH

      WHEREAS, the Constituent Corporations desire to merge into a single
corporation, as hereinafter specified; and

      WHEREAS, the registered office of TSTV, Inc. in the State of Delaware is
located at 1209 Orange Street in the City of Wilmington, County of New Castle,
and the name of its registered agent at such address is The Corporation Trust
Company; and

      WHEREAS, the registered office of TruServ Corporation in the State of
Delaware is located at 1209 Orange Street in the City of Wilmington, County of
New Castle and the name of its registered agent at such address is The
Corporation Trust Company.

      NOW, THEREFORE, the corporations, parties to this Agreement, in
consideration of the mutual covenants, agreements and provisions hereinafter
contained do hereby prescribe the terms and conditions of said merger and mode
of carrying the same into effect as follows:

      1. TruServ Corporation hereby merges into itself its wholly owned
subsidiary, TSTV, Inc., and TSTV, Inc. shall be and hereby is merged into
TruServ Corporation, which shall be the surviving corporation.

      2. The Certificate of Incorporation of TruServ Corporation, which is the
surviving corporation, shall be amended with respect to paragraph 3 below.

      3. The name of the Surviving Corporation shall be changed to "True Value
Company".

      4. The terms and conditions of the merger are as follows:

      (a) The by-laws of the Surviving Corporation as they exist on the
effective date of this Agreement shall be and remain the by-laws of the
Surviving Corporation until the same shall be altered, amended or repealed as
therein provided.

<PAGE>

      (b) The directors and officers of the Surviving Corporation shall continue
in office as the directors and officers of the Surviving Corporation until their
successors shall have been duly elected and qualified.

      (c) This merger shall become effective upon the close of business on
December 31, 2004 after filing with the Secretary of State of Delaware.

      (d) Upon the merger becoming effective, all property, rights, privileges,
franchises, patents, trademarks, licenses, registrations and other assets of
every kind and description of the Merged Corporation shall be transferred to,
vested in and devolve upon the Surviving Corporation without further act or
deed. The Merged Corporation hereby agrees from time to time, as and when
requested by the Surviving Corporation or by its successors or assigns, to
execute and deliver or cause to be executed and delivered all such deeds and
instruments and to take or cause to be taken such further or other action as the
Surviving Corporation may deem necessary or desirable in order to vest in and
confirm to the Surviving Corporation title to and possession of any property of
the Merged Corporation acquired or to be acquired by reason of or as a result of
the merger herein provided for and otherwise to carry out the intent and
purposes hereof and the proper officers and directors of the Merged Corporation
and the proper officers and directors of the Surviving Corporation are fully
authorized in the name of the Merged Corporation or otherwise to take any and
all such action.

      (e) Each share of stock of the Surviving Corporation which shall be
outstanding immediately prior to the effectiveness of the merger, and all rights
in respect thereof shall forthwith be converted by operation of law into and
become the shares of stock of the Surviving Corporation upon the consummation of
the merger.

                                    * * * * *

                                      - 2 -

<PAGE>

      IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the
approval and authority duly given by resolutions adopted by their respective
Boards of Directors, and that fact having been certified on said Agreement and
Plan of Merger by the Secretary of each corporate party hereto, have caused
these presents to be executed by the Secretary of each party hereto as the
respective act, deed and agreement of each of said corporations dated as of
December 29, 2004, to be effective as of December 31, 2004.

                                   TSTV, INC.

                                   By:__________________________________________

                                   Name: Cathy C. Anderson

                                   Title: Secretary

                                   TRUSERV CORPORATION

                                   By:__________________________________________

                                   Name: Cathy C. Anderson

                                   Title: Secretary

                                      - 3 -

<PAGE>

                         EXHIBIT B TO TSTV, INC. CONSENT

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                       OF
                                   TSTV, INC.
                                  WITH AND INTO
                               TRUSERV CORPORATION

            The undersigned corporations organized and existing under and by
virtue of the General Corporation Law of Delaware, do hereby certify:

            FIRST: That the name, status and state of incorporation of each
constituent corporation is as follows:

<TABLE>
<CAPTION>
Name                  Status       State of Incorporation
----                  ------       ----------------------
<S>                   <C>          <C>
TruServ Corporation   Parent            Delaware
TSTV, Inc.            Subsidiary        Delaware
</TABLE>

            SECOND: That certain Agreement and Plan of Merger, dated as of
December 29, 2004, to be effective as of December 31, 2004 (the "Agreement"), by
and among the parties to the merger has been approved, adopted, certified,
executed and acknowledged by each of the Boards of Directors of the constituent
corporations in accordance with Section 253 of the General Corporation Law of
the State of Delaware by adoption of the resolutions attached hereto as Exhibits
A and B;

            THIRD: That upon the effective date of December 31, 2004 of the
merger contemplated hereby, the Surviving Corporation shall be TruServ
Corporation, which name of such Surviving Corporation shall be changed to "True
Value Company";

            FOURTH: The Certificate of Incorporation of the Surviving
Corporation shall be amended effective December 31, 2004 to effect the name
change described in Paragraph THIRD;

            FIFTH: That an executed copy of the Agreement is on file at the
office of the Surviving Corporation, 8600 West Bryn Mawr, Chicago, Illinois
60631; and

            SIXTH: That a copy of the Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of each
constituent corporation.

                                    * * * * *

<PAGE>

            IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate of Ownership and Merger this 29th day of December, 2004.

                                   TRUSERV CORPORATION

                                   By:_________________________________________
                                   Name:_______________________________________
                                   Title:______________________________________

                                   TSTV, INC.

                                   By:_________________________________________
                                   Name:_______________________________________
                                   Title:______________________________________

<PAGE>

                                   EXHIBIT B
<PAGE>

                               TRUSERV CORPORATION

               Unanimous Written Consent of the Board of Directors
                           to Action Without a Meeting

      The undersigned, being all of the members of the Board of Directors of
TruServ Corporation (the "Corporation"), a Delaware corporation, hereby
unanimously consent in writing, pursuant to the provisions of Section 141(f) of
the Delaware General Corporation Law and the By-Laws of the Corporation, to the
adoption of the following resolutions:

1.    Corporate Matters

      RESOLVED, that having determined that it is in the best interests of the
      Corporation to merge its wholly owned subsidiary corporation, TSTV, Inc.
      with and into the Corporation, the Agreement and Plan of Merger in
      substantially the form attached hereto as Exhibit A, is hereby approved.

      RESOLVED, that the merger of the TSTV, Inc. with and into the Corporation
      is hereby approved.

      RESOLVED, that the Certificate of Ownership and Merger substantially in
      the form attached hereto as Exhibit B, is hereby approved.

      RESOLVED, that the name of the Corporation shall be changed upon the
      filing of the Certificate of Ownership and Merger to "True Value Company"
      and such name change is hereby approved.

      RESOLVED, that the filing of the Certificate of Ownership and Merger by or
      on behalf of an officer of the Corporation with the State of Delaware is
      hereby approved.

2.    General

      RESOLVED, that all actions heretofore taken by any officer or director of
      the Corporation in connection with the subject matter of the foregoing
      resolutions be, and they hereby are, ratified and approved in all
      respects.

      RESOLVED, that the omission from these resolutions of any agreement or
      other arrangement contemplated by any of the agreements or instruments
      described in the foregoing resolutions or any action to be taken in
      accordance with any requirement of any of the agreements or instruments
      described in the foregoing resolutions shall in no manner derogate from
      the authority of any officer or director to take all actions necessary,
      desirable, advisable or appropriate to consummate, effectuate, carry out
      or further the transactions contemplated by and the intent and purposes of
      the foregoing resolutions.

<PAGE>

      RESOLVED, that the officers and directors of the Corporation be, and each
      of them hereby is, authorized, in the name and on behalf of the
      Corporation, to execute and deliver any and all such agreements,
      certificates, instruments or other documents and to give (or authorize
      such other employees of the Corporation as any of such officers may deem
      appropriate to give) such notices or instructions and to take such other
      actions and to do such other acts and things as each of them may from time
      to time deem necessary or appropriate to effect the transactions
      contemplated by the foregoing resolutions, or otherwise authorized by the
      foregoing resolutions, the taking of any such action to be conclusive
      evidence that the same has been approved by the Corporation.

      RESOLVED, that this Written Consent of the Board of Directors may be
      executed in counterparts each of which shall be deemed to be an original
      and all of which shall together constitute but one and the same
      instrument.

      RESOLVED, that the executed copy of this Written Consent of the Board of
      Directors shall be filed with the minutes of the proceedings of the Board
      of Directors of the Corporation.

      IN WITNESS WHEREOF, each of the undersigned has executed this Written
Consent of the Board of Directors of the Corporation as of the 29th day of
December, 2004.

 /s/ Bryan R. Ableidinger                   /s/ Kenneth A. Niefeld
-------------------------------            ------------------------------------
Bryan R. Ableidinger                       Kenneth A. Niefeld

 /s/ Laurence L. Anderson                   /s/ David Y. Schwartz
-------------------------------            ------------------------------------
Laurence L. Anderson                       David Y. Schwartz

 /s/ Michael S. Glode                       /s/ Gilbert L. Wachsman
-------------------------------            ------------------------------------
Michael S. Glode                           Gilbert L. Wachsman

 /s/ Thomas S. Hanemann                     /s/ Brian A. Webb
-------------------------------            ------------------------------------
Thomas S. Hanemann                         Brian A. Webb

 /s/ Judith S. Harrison                     /s/ Charles W. Welch
-------------------------------            ------------------------------------
Judith S. Harrison                         Charles W. Welch

                                      -2-