Exhibit 10-O

                               THIRD 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 desires to amend the Plan to reflect changes to
the way that Company matching contributions are determined under 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, effective
January 1, 2002, by substituting for Section 3.02 of the Plan the following:

         "3.02    Matching Contributions

                  For each Plan Year, the Company will make a Matching
                  Contribution under either clause (a), (b) or (c) below on
                  behalf of each Participant who (i) elects to make Income
                  Deferral Contributions under Section 3.01 during such Plan
                  Year and (ii) meets the requirements of this Section 3.02. A
                  Participant's Matching Contribution will equal:

                  (a)      33.33% of the Participant's Income Deferral
                           Contributions for the Plan Year, to the extent such
                           Income Deferral Contributions do not exceed 6% of
                           such Participant's Compensation for the Plan Year; or

                  (b)      66.67% of the Participant's Income Deferral
                           Contributions for the Plan Year, to the extent such
                           Income Deferral Contributions do not exceed 6% of
                           such Participant's Compensation for the Plan Year if,
                           and only if, the Company meets certain target
                           performance criteria as established from time to time
                           by the Board of Directors, in its sole discretion,
                           but falls below the Maximum Match Criteria (defined
                           below) established for the Plan Year; or



                  (c)      100% of the Participant's Income Deferral
                           Contributions for the Plan Year, to the extent such
                           Income Deferral Contributions do not exceed 6% of
                           such Participant's Compensation for the Plan Year if,
                           and only if, the Company meets certain maximum
                           performance criteria (the `Maximum Match Criteria')
                           as established from time to time by the Board of
                           Directors, in its sole discretion.

                  Only one of the Matching Contribution formulae described in
                  clauses (a), (b) and (c) of the preceding sentence will apply
                  for any Plan Year. For purposes of this Section 3.02,
                  Compensation for services rendered when an Employee is not a
                  Participant is disregarded.

                  Such Matching Contributions shall be allocated on an annual
                  basis only to the accounts of Participants who are actively
                  employed by the Company as of the Anniversary Date, who are on
                  authorized medical leave of absence as of the Anniversary
                  Date, or whose employment has terminated during the Plan Year
                  after attainment of Normal Retirement Age, as a result of
                  involuntary termination by the Company or as a result of death
                  or Disability. In order to clarify the meaning of the phrase
                  `involuntary termination by the Company' as used herein and
                  consistent with past administrative practice and procedure
                  under the Plan, such phrase means involuntary termination by
                  the Company due to facility closing, reorganization, or
                  reduction in force.

                  The Matching Contributions are made expressly conditional on
                  the Plan satisfying the provisions of Sections 3.01, 3.06 and
                  3.07. If any portion of the Income Deferral Contributions to
                  which the Matching Contribution relates is returned to the
                  Participant under Sections 3.01 or 3.06, the corresponding
                  Matching Contribution shall be forfeited and if any amount of
                  the Matching Contribution is deemed an excess aggregate
                  contribution under Section 3.07, such amount shall be
                  forfeited in accordance with the provisions of that Section."

         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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