Exhibit 10-L

                              SECOND 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 desires to amend the Plan to reflect certain terms
and conditions negotiated between the Company and Chauffeurs, Teamsters and
Helpers Local Union #633 of New Hampshire during the collective bargaining
process; and

         WHEREAS, Chauffeurs, Teamsters and Helpers Local Union #633 of New
Hampshire ratified the collective bargaining agreement negotiated between the
Company and Chauffeurs, Teamsters and Helpers Local Union #633 of New Hampshire
on March 1, 2003;

         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, 2002, in the following particulars:

         1.       By adding the following new Section 2.1(U.A) immediately
following Section 2.1(U) of the Plan as a part thereof:

         "(U.A)   MANCHESTER EMPLOYEE - Any person:

                  (1)      who is or was covered by the collective bargaining
                           agreement between the Employer and Chauffeurs,
                           Teamsters and Helpers Local Union #633 of New
                           Hampshire ratified on March 1, 2003;



              (2)      who was an Associate on March 1, 2003; and

              (3)      who was a Participant with a Vesting Percentage of 100%
                       as of January 1, 2002."

         2.   By substituting for Section 4.3(B) of the Plan the following:

         "(B) The Participant's Defined Lump Sum Benefit shall be determined as
follows:

              (1)      With respect to Participants other than Participants who
                       are Manchester Employees, by multiplying the
                       Participant's Average Compensation by the sum of (a) plus
                       (b) below:

                       (a)      the sum of the annual pension credit percentages
                                in the table below that are earned by the
                                Participant for each Year of Service (and
                                fraction thereof) beginning January 1, 2002;



YEARS OF SERVICE          ANNUAL PENSION          YEARS OF SERVICE          ANNUAL PENSION
   WHILE AGE             CREDIT PERCENTAGE           WHILE AGE            CREDIT PERCENTAGE
----------------         -----------------        ----------------        -----------------
                                                                 
  Less than 26                 1.0%                      50                      6.0%
     26-28                     1.5%                      51                      6.5%
     29-31                     2.0%                      52                      7.0%
     32-34                     2.5%                      53                      7.5%
     35-37                     3.0%                      54                      8.0%
     38-40                     3.5%                      55                      8.5%
     41-43                     4.0%                  56 or More                  9.0%
     44-45                     4.5%
     46-47                     5.0%
     48-49                     5.5%


                                plus

                       (b)      the Participant's accumulated pension credits
                                earned under the Plan as of December 31, 2001,
                                based on the provisions of the Plan in effect on
                                that date.

              (2)      With respect to Participants who are Manchester
                       Employees, by multiplying the Participant's Average
                       Compensation by the sum of (a) plus (b) below:

                       (a)      the sum of the annual pension credit percentages
                                in the table set forth in Section 4.3(B)(1)(a)
                                above that are earned by the



                                Participant for each Year of Service (and
                                fraction thereof) beginning November 1, 2002;
                                plus

                       (b)      the Participant's accumulated pension credit
                                percentages earned under the Plan as of October
                                31, 2002, based on the provisions of the Plan in
                                effect on December 31, 2001 and assuming such
                                provisions had continued in effect until October
                                31, 2002.

              (3)      In no event will the sum of a Participant's annual
                       pension credit percentages be less than 10%."

         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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