EXHIBIT 3.2

                                     BY-LAWS

                                       OF

                               TRUE VALUE COMPANY

                  AMENDED AND RESTATED AS OF DECEMBER 31, 2004

                                    ARTICLE I
                                     OFFICES

SECTION 1. OFFICE IN DELAWARE. The registered office of the Corporation in the
State of Delaware shall be located in the City of Wilmington, County of New
Castle.

SECTION 2. ADDITIONAL OFFICES. The principal office of the Corporation in the
State of Illinois shall be located at 8600 West Bryn Mawr Avenue in the City of
Chicago, County of Cook. The Corporation may have such other office or offices
within or without the State of Illinois as the Board of Directors may from time
to time determine or the business of the Corporation may require.

                                   ARTICLE II
                                     PURPOSE

SECTION 1. PRINCIPAL PURPOSE. The Corporation shall be organized and operated on
a cooperative basis for the holders 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:

To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge,
sell, assign and transfer or otherwise dispose of and trade and deal with goods,
wares and merchandise and personal property of every class 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.

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.

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.

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, scrips, warrants, rights, bonds, debentures,
notes, trust receipts and other securities, obligations, choses in action and
evidences of indebtedness 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 the 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.

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 dependence thereof.

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.

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.

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

                                   ARTICLE III
                            MEETINGS OF STOCKHOLDERS

SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the election
of directors or for any other purposes shall be held at such location, within or
without the State of Delaware, as the Board of Directors may from time to time
designate and shall be held at such time as shall be stated in the notice of the
meeting, or in a duly executed waiver of notice thereof.

SECTION 2. DATE AND TIME OF ANNUAL MEETING. An annual meeting of stockholders
shall be held on a date and at a time designated by resolution of the Board of
Directors and such date and time shall be stated in the notice to stockholders
of the meeting, or in a duly executed waiver of such notice. At the annual
meeting, the stockholders shall elect by ballot directors of the Board and
transact such other business as may properly be brought before the meeting.

SECTION 3. STOCKHOLDERS' PROPOSALS. To bring a proposal to be voted upon at the
annual meeting of stockholders, a stockholder of record must do so by submitting
adequate notice, as described herein, to the Secretary of the Corporation, at
its principal office, for receipt no later than ninety (90) days prior to the
annual meeting. In no event shall an adjournment of an annual meeting commence a
new time period for the giving of adequate notice. Such notice shall be signed
and dated by the stockholder of record and shall state the name and address of
the stockholder, a representation that the stockholder is a holder of record of
shares of the Corporation entitled to vote at the meeting and intends to appear
in person or by proxy at the meeting to make the proposal, a brief description
of the proposal desired to be brought before the meeting, the reasons for
requesting the proposal, and any material interest that the stockholder or any
beneficial owner(s) may have in the outcome of the proposal. Any proposal must
(i) relate to operations which account for at least five percent (5%) of either
the Corporation's total assets or gross sales, (ii) be otherwise deemed by the
Corporation significantly related to its business operations, and (iii) be
determined, in the discretion of the Board, or the Chairman if the Board so
designates, to be in the best interest of the Corporation. A proposal that does
not meet these requirements shall not be presented for stockholder vote.

SECTION 4. NOTICE OF ANNUAL MEETING. Written notice of the annual meeting shall
be served upon, either personally or by any electronic communication, or mailed
to each stockholder entitled to vote thereat

                                       2


at such address as appears on the books of the Corporation, at least ten (10)
days prior to the meeting, or such longer period of time as may be required by
law.

SECTION 5. LIST OF STOCKHOLDERS. At least ten (10) days before every election of
directors by the stockholders, a complete list of the stockholders entitled to
vote at said election, arranged in alphabetical order, with the address of each
and the number of voting shares held by each, shall be prepared by the
secretary. Such list shall be open at the place where the election is to be held
for said ten (10) days to the examination of any stockholder, and shall be
produced and kept at the time and place of election during the whole time
thereof, and subject to the inspection of any stockholder who may be present.

SECTION 6. SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by Certificate of
Incorporation, may be called by the chairman of the board with the approval of a
majority of the Board of Directors, or may be called by the president, and shall
be called by the president or secretary at the request in writing of a majority
of the Board of Directors, or at the request in writing of stockholders owning
at least ten percent (10%) of the shares of voting stock of the Corporation
issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.

SECTION 7. NOTICE OF SPECIAL MEETINGS. Notice of a special meeting of
stockholders, stating the time and place and object thereof, shall be served
upon, either personally or by any electronic communication, or mailed, at least
twenty (20) days before such meeting, to each stockholder entitled to vote
thereat at such address as appears on the books of the Corporation.

SECTION 8. BUSINESS AT SPECIAL MEETINGS. Business transacted at all special
meetings shall be confined to the objects stated in the call.

SECTION 9. QUORUM; ADJOURNMENTS. The holders of one-third of the stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall be requisite and shall constitute a quorum at all meetings of
the stockholders for the transaction of business, except as otherwise provided
by statute, by the Certificate of Incorporation or by these By-Laws. If,
however, a quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally called. When a quorum is present or
represented at any meeting, the vote of the holders of a majority of the stock
having voting power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one upon which by
express provision of the statutes or of the Certificate of Incorporation or of
these By-Laws a different vote is required, in which case such express provision
shall govern and control the decision of such question.

SECTION 10. VOTING; NO PRE-EMPTIVE RIGHTS. At any meeting of the stockholders
every stockholder of record having the right to vote shall be entitled to vote
in person, or by proxy appointed by an instrument in writing subscribed by such
stockholder and bearing a date not more than three (3) years prior to said
meeting, unless said instrument provides for a longer period. Each share of
Class A Common Stock shall be entitled to one (1) vote for all purposes. No
holder of any class of stock of the Corporation shall have any pre-emptive 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.

                                       3


                                   ARTICLE IV
                                    DIRECTORS

SECTION 1. NUMBER; TERM. The number of directors which shall constitute the
whole board shall be not less than nine (9) nor more than sixteen (16),
including one management representative who shall be the person holding the
position of president and chief executive officer of the Corporation. To be
eligible to serve as a director, except for the president of the Corporation, a
director must be a current Member of the Corporation or possess an ownership
interest and actively participate in the business of a Member, or be a
non-member approved by the affirmative vote of two-thirds of the Board of
Directors.

Within the limits above specified, the number of directors shall be determined
by resolution of the Board of Directors. The directors shall be elected at the
annual meeting of the stockholders to serve for a term of one (1) year, except
as provided in section 4 of this Article, so that the term of office of each
director shall expire in the following year, and each director shall hold office
for the term elected and until a successor shall be elected and shall qualify,
except in the event of death, resignation, retirement, disqualification or
removal of a director where termination shall be immediate. The chief executive
officer of the Corporation shall be eligible for election or re-election or
appointment as a director by the Board of Directors at any time without regard
to the period of time during which the chief executive officer has previously
served as a director.

SECTION 2. CHAIRMAN OF THE BOARD. The Board of Directors shall annually elect a
chairman of the board. Unless otherwise resolved, each chairman elect's term
shall commence as the first order of business at the meeting of the Board of
Directors immediately following the annual stockholders' meeting. The chairman
of the board shall preside at all meetings of the stockholders and directors.
The chairman shall perform all duties incident to the position of chairman of
the board and such other duties as may be prescribed by the Board of Directors
from time to time.

SECTION 3. PLACE OF MEETINGS. The directors may hold meetings and to the extent
permitted by law keep the books of the Corporation outside of Delaware, at such
places as they may from time to time determine.

SECTION 4. VACANCIES. If any vacancies occur in the Board of Directors, caused
by death, resignation, retirement, disqualification or removal from office of
any directors or otherwise, or any new directorship is created by any increase
in the authorized number of directors, a majority of the directors then in
office, though less than a quorum, may choose a successor or successors, or fill
the newly created directorship and the directors so chosen shall hold office for
the remainder of the unexpired term.

SECTION 5. GENERAL POWERS. The property and business of the Corporation shall be
managed by its Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by applicable law,
the Certificate of Incorporation or by these By-Laws directed or required to be
exercised or done by the stockholders.

SECTION 6. FIRST MEETING. The first meeting of each newly elected board shall be
held immediately following the annual meeting of stockholders, within or without
the State of Delaware and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present, or they may meet at such place and time as shall be
fixed by the consent in writing of all the directors.

SECTION 7. REGULAR MEETING. Regular meetings of the board may be held without
notice at such time and place either within or without the State of Delaware as
shall from time to time be determined by the board.

SECTION 8. SPECIAL MEETINGS. Special meetings of the board may be called by the
chairman, chief executive officer, secretary, or any four (4) directors on five
(5) days' notice to each director, either personally, by telephone, by any
electronic communication, or by mail. Special board meetings may take place by
any means through which all participating directors can hear each other, when
properly called.

                                       4


SECTION 9. QUORUM. At all meetings of the board a majority of the directors then
in office and entitled to vote shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Certificate of
Incorporation or by these By-Laws. If a quorum shall not be present at any
meeting of directors the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.

SECTION 10. AGENDAS AND MINUTES. Agendas for all regular meetings shall be
delivered, either personally or by any electronic communication, or mailed at
least five (5) days before the date of each such meeting. Minutes of each
meeting of the Board of Directors shall be approved at the next regular meeting.
They shall be attested to by the chairman and the secretary.

SECTION 11. COMPENSATION. Directors shall not receive a salary for their
services as directors, but, by resolution of the board a fixed fee and expenses
of attendance will be paid; provided that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

SECTION 12. COMMITTEES. The Board of Directors may by resolution or resolutions
passed by a majority of the entire board designate one (1) or more committees,
each committee to consist of three (3) or more of the directors of the
Corporation, which, to the extent provided in said resolution or resolutions,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation. Such committee or
committees shall have such name or names 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. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors when
required.

                                    ARTICLE V
                                     NOTICES

SECTION 1. FORM; DELIVERY. Whenever applicable law or the Certificate of
Incorporation or these By-Laws requires notice to any director or stockholder,
it shall not be construed to mean personal notice, but such notice may be given
in writing, by telephone, by any electronic communication, or by mail addressed
to such director or stockholder at such address as appears on the books of the
Corporation, and such notice shall be deemed to be given at the time when the
same shall be thus delivered, conveyed by telephone call, entered into the
electronic process or mailed.

SECTION 2. WAIVER. Whenever any notice is required, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VI
                                    OFFICERS

SECTION 1. OFFICERS. The officers of the Corporation shall be chosen by the
Board of Directors at its first meeting after each annual meeting of
stockholders and shall be a chief executive officer, a president, a vice
president, a secretary and a treasurer. The Board of Directors may also choose
additional vice presidents and one (1) or more assistant secretaries and
assistant treasurers. Two (2) or more offices may be held by the same person.

                                       5


SECTION 2. OTHER OFFICERS AND AGENTS. The board may appoint such other officers
as it shall deem necessary, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the board. All officers shall have power to sign certificates
for shares of the Corporation, deeds, mortgages, bonds, contracts, loans, and
any other instruments which the Board of Directors has authorized to be
executed.

SECTION 3. SALARIES. The salaries of the chief executive officer and president
of the Corporation shall be fixed by the Board of Directors.

SECTION 4. TENURE AND REMOVAL. Any officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a two-thirds
(2/3) majority of the entire Board of Directors, with or without cause, and
without prejudice to any of such officer's contract rights. If the office of any
officer becomes vacant, the vacancy may be filled by the Board of Directors.

SECTION 5. PRESIDENT AND CHIEF EXECUTIVE OFFICER. The president shall be the
chief executive officer, and shall perform all duties incident to the offices of
president and chief executive officer and such other duties as shall from time
to time be assigned by the Board of Directors, and shall report to the Board of
Directors on the affairs, performance and direction of the Company.

SECTION 6. VICE PRESIDENTS. The vice presidents shall perform the duties and
exercise the powers of their offices, and shall perform such other duties as the
Board of Directors shall require.

SECTION 7. SECRETARY. The secretary shall attend all sessions of the board and
all meetings of the stockholders and record and preserve all votes and the
minutes of all proceedings for the corporation's records. The secretary shall
give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, shall be the keeper of corporate
records and shall perform such other duties as may be prescribed by the Board of
Directors, chief executive officer, or president, under whose supervision the
secretary shall act.

SECTION 8. ASSISTANT SECRETARIES. The assistant secretaries shall, in the
absence or disability of the secretary, perform the duties and exercise the
powers of the secretary and shall perform such other duties as the secretary and
Board of Directors shall require.

SECTION 9. TREASURER. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

The treasurer shall manage the funds of the Corporation, and shall report at the
regular meetings of the Board of Directors, or whenever the board may require
it, an account of all transactions as treasurer and of the financial condition
of the Corporation.

If required by the Board of Directors, the treasurer shall give the Corporation
a bond (which shall be renewed every six (6) years) in such sum and with such
surety as shall be required for the full and faithful performance of the duties
of office, and for restoration to the Corporation of all books, papers, checks,
money and other property of whatever kind in the treasurer's possession or
control belonging to the Corporation.

SECTION 10. ASSISTANT TREASURERS. The assistant treasurers shall, in the absence
or disability of the treasurer, perform the duties and exercise the powers of
the treasurer and shall perform such other duties as the treasurer and Board of
Directors shall prescribe.

                                       6


                                   ARTICLE VII
                CERTIFICATES OF STOCK AND CERTAIN QUALIFICATIONS,
                  LIMITATIONS AND RESTRICTIONS OF CAPITAL STOCK

SECTION 1. STOCK CERTIFICATES. The certificates of stock of the Corporation
shall be consecutively numbered and shall be entered on the books of the
Corporation as they are issued. They shall exhibit the holder's name and number
of shares and shall be signed by an officer. The designations, preferences and
relative, participating, optional or other special rights of each class of stock
and the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the
certificates which the Corporation shall issue to represent such class of stock.
If any stock certificate is signed (1) by a transfer agent or an assistant
transfer agent or (2) by a transfer clerk acting on behalf of the Corporation
and a registrar, the signature of any such officer may be by facsimile.

SECTION 2. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or the owner's legal
representative, to advertise the same in such manner as it shall require and/or
give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.

SECTION 3. TRANSFER OF SHARES. Subject to the qualifications, limitations and
restrictions set forth in the Certificate of Incorporation and these By-Laws,
upon surrender to the Corporation, or the transfer agent of the Corporation, of
a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

SECTION 4. CLOSING OF TRANSFER BOOKS. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders, or to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board of
Directors may, except as otherwise required by law, fix a record date, which
record date shall not precede the date on which the resolution fixing the record
date is adopted and which record date shall not be more than sixty (60) nor less
than ten (10) days before the date of any meeting of stockholders, nor more than
sixty (60) days prior to the time for such other action as hereinbefore
described; provided, however, that if no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held, and, for determining stockholders entitled to exercise any rights of
change, conversion or exchange of stock or for any other purpose, the record
date shall be at the close of business on the day on which the Board of
Directors adopts a resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

SECTION 5. REGISTERED STOCKHOLDERS. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

                                       7


SECTION 6. REDEMPTION OF STOCK.

            (a) TERMINATION REDEMPTION. Upon termination of a Member Agreement
(as referred to in Article VIII hereof) for any reason whatsoever, the
stockholder shall sell to the Corporation and the Corporation shall redeem from
the stockholder all of its stockholder's capital stock in the Corporation for
the par value thereof upon the terms and conditions set forth in section 7 of
this Article VII.

            (b) OPTIONAL REDEMPTION.

            (i) Whenever the Board of Directors shall by the affirmative vote of
            two-thirds or more of the directors then in office decide that it is
            in the best interests of the Corporation that any stockholder shall
            cease to be associated with the Corporation in that capacity, the
            Corporation shall have the right, upon written demand addressed to
            such stockholder at the address as shown on the books of the
            Corporation, to purchase all (but not less than all) of such
            stockholder's capital stock in the Corporation for the par value
            thereof upon the terms and conditions set forth in section 7 of this
            Article VII.

            (ii) The Corporation shall, have the right to purchase, in cash at
            par value, all or any portion of outstanding shares of capital stock
            of the Corporation which are in excess of the number of shares
            required to be held by a stockholder or which are distributed as
            non-qualified written notices of allocation. Upon the effective date
            of the exercise of an option to purchase any stock redeemed pursuant
            to this section 6(b)(ii), the stock redeemed shall be deemed to be
            and shall be and become the property of this Corporation; from and
            after such date all rights and privileges incident to the ownership
            of the shares shall cease, except only the right to receive the
            purchase price, without interest, and subject to the Corporation's
            liens and right of setoff.

            (c) NOTICE OF REPURCHASE RIGHTS. The right or obligation of purchase
or redemption hereby reserved to the Corporation may be stated in the
subscription agreement under which the Corporation's stock is sold, in the
Member Agreement and on any stock certificates.

            (d) REPURCHASE RIGHTS NOT EXCLUSIVE. The right or obligation of
purchase or redemption provided for in this section 6 of Article VII of the
By-Laws is in addition to, and not in derogation of, the rights reserved to the
Corporation by the provisions of Article Fourth of the Certificate of
Incorporation and any other rights to repurchase, redeem or otherwise acquire
its stock that the Corporation may now have or ever obtain.

SECTION 7. MECHANICS, TERMS AND CONDITIONS OF REDEMPTION. Any purchase or
redemption of shares of stock of this Corporation made pursuant to section 6(a)
and 6(b)(i) of these By-Laws or the Certificate of Incorporation, unless
expressly provided otherwise, shall proceed as follows:

            (a) TERMINATION OF RIGHTS AND PRIVILEGES AS STOCKHOLDER. Upon the
effective date of the termination of a Member Agreement or upon the date of
exercise of any option to repurchase or redeem stock under section 6(b)(i) or
upon such other date set by these By-Laws, the Certificate of Incorporation, or
the Member and this Corporation, whichever shall be appropriate in the
circumstances, all of this Corporation's stock owned by such stockholder
(hereinafter referred to as "Terminated Stockholder") shall be deemed to be and
shall be and become the property of this Corporation; from and after such date
all rights and privileges incident to the ownership of the shares shall cease,
except only the right to receive the purchase price (as hereinafter provided)
and accrued Patronage Dividends for the relevant year or portion thereof (to be
paid in the manner provided for payment of all Patronage Dividends) all without
interest and subject to the Corporation's liens and right of setoff. The
Terminated Stockholder shall promptly remit any certificates duly endorsed in
blank or with stock powers.

                                       8


            (b) PAYMENT OF REDEMPTION PRICE. Immediately upon receipt of
properly endorsed certificates representing all of a Terminated Stockholder's
stock of the Corporation, the Corporation shall remit the redemption price to
the Terminated Stockholder in the following manner:

            (i) Cash equal to the par value of Terminated Stockholder's Class A
            Common Stock reduced by the amount of any lien or setoff to which
            the Corporation may be entitled;

            (ii) Cash equal to the par value of that portion, if any, of
            Terminated Stockholder's Class B Common Stock which has been
            designated by the Corporation as "non-qualified" B Common Stock
            reduced by the amount of any lien or setoff to which the Corporation
            may be entitled; and

            (iii) A note in face amount equal to the par value of Terminated
            Stockholder's remaining Class B Common Stock. The note shall be
            payable in five (5) equal annual installments of principal, the
            first of which shall be due on the December 31 next following
            termination of the Terminated Stockholder's rights and privileges as
            a stockholder (as provided in section 7(a) of this Article VII) and
            shall bear a fixed rate of interest, payable with the installments
            of principal, from the date of the note at a rate equal to the
            United States Treasury five (5) year notes plus one percent (1%), as
            determined on the first business day of the calendar year in which
            termination occurs. The note shall be dated as of the date upon
            which the Terminated Stockholder's rights as a stockholder
            terminated (as provided in section 7(a) of this Article VII) and
            shall be subject to any lien or right of setoff to which the
            Corporation may be entitled.

            (c) AVAILABILITY OF FUNDS. Notwithstanding anything to the contrary
expressed or implied herein, should the Board of Directors in its discretion
determine that the funds of the Corporation available for such purpose are
insufficient for immediate payment of all or any part of the redemption price in
light of the Corporation's legal or business requirements, or that immediate
payment of all or any part of the redemption price is otherwise not in the best
interests of the Corporation, the Corporation may delay (without interest) the
payment of all or any part of the redemption price (including the issuance of
any promissory note) until such time as the Board of Directors determines that
sufficient funds are available for such purpose and that it is otherwise in the
Corporation's best interests to recommence payments for such purpose, at which
time the Corporation shall pay to those entitled thereto, in the chronological
order in which such payments were delayed starting with those whose payment has
been longest delayed and continuing until sufficient funds are no longer
available, or through another equitable manner determined by the Board of
Directors, the unpaid redemption price in accordance with Section 7(b), except
that any promissory note shall be dated the date of its issuance.

            (d) HARDSHIP. Notwithstanding the provisions of Paragraph 7(b) of
this Article VII, the Board of Directors in its discretion and with due regard
for the financial condition and requirements of the Corporation, may authorize
and cause payment in cash for all or part of the redemption price which would
otherwise be paid by a note if the Board of Directors determines that the
prescribed method of payment imposes an undue hardship upon the Terminated
Stockholder. The Board of Directors may implement this provision by delegating
authority to an officer or officers.

SECTION 8. LIEN ON STOCK AND NOTES. The Corporation shall have a lien on, and a
right of setoff against, any stock or notes, including those issued as Patronage
Dividend and against any cash portion of such Patronage Dividend which is in
excess of twenty percent (20%) of the overall patronage dividend payable in any
year for such indebtedness of the stockholder to the Corporation as may, for
whatever cause, exist. In the event that the Corporation initiates proceedings
to recover amounts due it by the stockholder, the Corporation shall be entitled
to the recovery of all associated costs, interest and reasonable attorney's
fees.

                                       9


                                  ARTICLE VIII
                                MEMBER AGREEMENTS

SECTION 1. CORPORATE PURPOSE. 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).

SECTION 2. GENERAL TERMS. As a condition of Membership every prospective Member
shall enter into a contract (the "Member Agreement") with this Corporation, must
be actively engaged in buying, selling and/or renting merchandise, supplies
and/or services as are handled by retail hardware dealers and/or dealers in
lumber and building supplies or dealers engaged in business as stated in Article
II, Section 1 hereof, must complete and receive approval of a Member Agreement
in form and manner adopted by the Board of Directors and must become and remain
the owner of such number of shares of stock of the Company as shall be
established from time to time by the Board of Directors or have subscribed to
purchase such shares by whatever plan of payment may be authorized by the Board
of Directors. The Member Agreement shall contain such terms, conditions and
agreements as the officers of this Corporation shall deem necessary or desirable
or as shall be required hereunder, pursuant to the Certificate of Incorporation
or these By-Laws, or pursuant to direction of the Board of Directors. The Member
Agreement shall specify the servicemark under which such member may conduct his
or her business. The Member Agreement shall not be assignable, or transferable,
in any manner whatsoever, without the express written consent of the Corporation
and shall contain, at a minimum, the following terms and provisions:

            (a) An express consent by the Member to the tax treatment and
effects specified in section 2(b) of Article IX hereof;

            (b) An express condition to operate the business at the specific
location stated in the Member Agreement. Member must apply for and obtain
Membership for each location at which such Member sells or rents hardware,
lumber and building supplies, and/or other merchandise or services received from
or through the Company;

            (c) A requirement that the Member notify the Corporation in writing
immediately upon any change in business name, form of organization
(proprietorship, partnership, corporation or whatever), ownership or control;

            (d) A requirement that the Member purchase qualifying shares of the
Corporation (as referred to in Article XII of these By-Laws) pursuant to a
subscription agreement;

            (e) Automatic modification of the Member Agreement upon notice by
the Corporation to the Member of any relevant changes in the Certificate of
Incorporation, By-Laws, or by approval of the Board of Directors; and

            (f) Necessary conditions regarding use of the True Value and any
other Company owned trademarks which must be complied with.

SECTION 3. TERMINATION. Each Member Agreement may be terminated as provided
therein.

SECTION 4. CHANGE IN FORM OF BUSINESS. In the event a Member changes a sole
proprietorship, partnership or joint venture to a corporate form, where the
Corporation has agreed to accept the corporate successor-in-interest as a
Member, then the Member shall sell, transfer or otherwise assign to such
successor-in-interest all shares of stock of this Corporation owned by such
Member. Such shares shall remain subject to the Corporation's liens and right of
setoff and all other rights provided for in the Certificate of Incorporation,
By-Laws or Member Agreement.

                                       10


SECTION 5. MECHANICS OF SETOFF. Notes issued by the Corporation, whether issued
incidental to the distribution of Patronage Dividend or to the redemption of
Class B Common Stock, shall provide that if the Corporation exercises its right
of setoff, the value of the note to be setoff against the holder's indebtedness
to the Corporation or one of its subsidiaries shall be determined at the time of
setoff as follows: The Corporation shall have the right to discount the note to
its then current cash value, which shall be in the lesser of the face amount of
the note or the yield to maturity of the note as discounted at a rate per annum
equal to the prime rate as reported in the Wall Street Journal on the day of
setoff, plus two (2) percentage points.

                                   ARTICLE IX
                               PATRONAGE DIVIDENDS

SECTION 1. PAYMENT OF PATRONAGE DIVIDENDS. The Corporation shall distribute
Patronage Dividends to Members annually on the basis of the volume of and
margins applicable to merchandise and/or services purchased by each Member,
which equal the excess (if any) of gross margins and other income from business
done with or for Members, after deducting therefrom the following:

            (a) Expenses directly or indirectly related to such business;

            (b) Such reasonable reserves for necessary corporate purposes as may
from time to time be provided by the Board of Directors for depreciation and
obsolescence, state and federal taxes, bad debts, casualty losses, insurance and
other corporate and operating charges and expenses, all established and computed
in accordance with generally accepted accounting principles;

            (c) Such reasonable reserves for working capital necessary for the
operation of the Corporation and for deficits arising from such operation,
(including deficits from business other than business done with or for Members).

Any amount set aside for reserves shall first be set aside from net earnings, if
any, of the Corporation from business other than business done with or for
Members, and only the excess shall be deducted from gross margins from business
done with or for Members in the computation described above.

The amounts set aside for reserves in any year from gross margins of the
Corporation from business done with or for Members shall be allocated, to the
extent possible, to Members on the books of the Corporation on a patronage basis
for that year, or, in lieu thereof, the books or records of the Corporation
shall afford a means of doing so at any time, so that in the event of a
distribution of amounts formerly carried in reserves each Member may receive, to
the extent possible, Member's pro rata share thereof.

SECTION 2. METHOD AND TIMING OF PAYMENT. The Patronage Dividend to which
stockholder-Members become entitled for each fiscal year shall be distributed no
later than the fifteenth day of the ninth month following such fiscal year. The
Board of Directors may, in its discretion, determine to pay Patronage Dividends
either all in a form that will be treated as a deductible qualified written
notice of allocation within the meaning of section 1388(c) of the Internal
Revenue Code of 1986, as amended (hereinafter referred to as the "IRC"), all in
a form that will be treated as a nonqualified written notice of allocation
within the meaning of section 1388(d) of the IRC, or part in qualified form and
part in nonqualified form. At least twenty percent (20%) of any qualified
payment of Patronage Dividends shall be paid in cash. Subject to this limitation
with respect to qualified distributions, the Board of Directors may decide that
the balance of any Patronage Dividend be paid, in whole or in part, in cash,
property, Class B Common Stock, promissory notes or other evidences of
indebtedness, or in any other form of written notice of allocation (within the
meaning of section 1388(b) of the IRC).

SECTION 3. TAX TREATMENT OF PATRONAGE DIVIDEND BY MEMBERS. Each person who is a
Member of the Corporation on the effective date of this section 2(b) of this
Article IX of the By-Laws and continues as a Member after such date and each
person who becomes a Member of the Corporation after such effective date shall,
by such act alone, consent and be deemed to have consented that the amount of
any distributions with respect to the Member's patronage which are made in
written notices of allocation

                                       11


(as defined in section 1388 of the IRC) and which are received by the Member
from the Corporation, will be taken into account by the Member at their stated
dollar amounts in the manner provided in section 1385(a) of the IRC in the
taxable year in which such written notices of allocation are received by the
Member. This consent, however, shall not extend to written notices of allocation
received by the Member as part of a nonqualified payment of patronage which
clearly indicate on their face that they are nonqualified. By way of
illustration, the term "written notice of allocation" shall include such items
as the Promissory Notes, the shares of Class B Common Stock, a notice or
statement that such securities have been deposited with a bank or other
qualified agent on behalf of the Member, a notice of credit to the account of
the Member on the books of the Corporation (against stock subscription or any
other indebtedness as the Corporation may elect) and such other forms of notice
as the Board of Directors may determine, distributed by the Corporation in
payment, or part payment of the Patronage Dividends. The stated dollar amount of
the Promissory Notes is the principal amount thereof and the stated dollar
amount of the shares of Class B Common Stock is the par value thereof.

SECTION 4. ISSUANCE OF CLASS B COMMON STOCK. In order to ensure the
Corporation's opportunity for healthy growth and expansion and in order to meet
the corresponding needs for additional working capital the following plan for
the investment by Members of part of the Patronage Dividend shall, subject to
modification or termination by the Board of Directors, be in effect:

      With respect to the Patronage Dividend payable for each fiscal year, the
      Corporation may pay each Member a portion of such Patronage Dividend, not
      to exceed two percent (2%) of Member's net purchases (computed to the
      nearest multiple of $100) from the Corporation during such fiscal year, in
      shares of Class B Common Stock of the Corporation at the par value
      thereof; provided, however, that at least twenty percent (20%) of such
      Member's Patronage Dividend shall be paid in money or by qualified check.

SECTION 5. PROMISSORY NOTES. Subject only to the payment of at least twenty
percent (20%) of each Member's annual Patronage Dividend in cash and
distribution of Class B Common Stock as provided in section 3 of this Article
IX, the Corporation may pay each Member all or any portion of the annual
Patronage Dividend in Promissory Notes which shall bear interest at the rate
from time to time fixed by the Board of Directors and shall mature at the time
fixed by the Board of Directors not later than five (5) years from the date of
issuance, and may be subordinated to any liabilities or obligations of the
Corporation, existing, contingent or created after date of issuance. The
Corporation shall have a lien upon and a right of setoff against any said
Promissory Notes issued to a Member to secure payment of any indebtedness due
the Corporation or any of its subsidiaries by the Member.

SECTION 6. HARDSHIP. If, upon application by a Member, the Board of Directors
shall determine that payment of such Member's Patronage Dividend for any year by
the method herein provided or prescribed by the Board of Directors imposed an
undue hardship upon such Member, the Board of Directors, in its discretion and
with due regard for the financial condition and requirements of the Corporation,
may authorize and cause the payment of all or any additional part of such
Patronage Dividends in cash. The Board of Directors may implement this provision
by adopting hardship guidelines and delegating authority to an officer or
officers.

                                    ARTICLE X
                               GENERAL PROVISIONS

SECTION 1. ANNUAL STATEMENT. The Board of Directors shall present at each annual
meeting and when called for by vote of the stockholders at any special meeting
of the stockholders, a full and clear statement of the business and conditions
of the Corporation.

SECTION 2. CHECKS. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or as the Board of Directors may
from time to time designate.

SECTION 3. FISCAL YEAR. The fiscal year shall end on December 31 of each year.

                                       12


                                   ARTICLE XI
                                BY-LAW AMENDMENTS

SECTION 1. BY-LAW AMENDMENTS. These By-Laws may be altered or repealed at any
annual meeting of the stockholders or at any special meeting of the stockholders
at which a quorum is present or represented, provided notice of the proposed
alteration or repeal be contained in the notice of such special meeting, or by
the affirmative vote of two-thirds of the Board of Directors then in office at
any regular meeting of the board or at any special meeting of the board if
notice of the proposed alteration or repeal be contained in the notice of such
special meeting; provided, however, that no change of time or place of the
meeting for the election of directors shall be made within sixty (60) days next
before the day on which such meeting is to be held, and that in case of any
change of such time or place, notice thereof shall be given to each stockholder
in person, by any electronic communication, or by letter mailed to the
stockholder's last known post office address at least twenty (20) days before
the meeting is held.

                                   ARTICLE XII
                       QUALIFYING SHARES OF CAPITAL STOCK

SECTION 1. QUALIFYING SHARES. The unit ownership of Class A Common Stock shall
consist of sixty (60) shares and no person shall be deemed to be a stockholder
of the Corporation or shall exercise any of the rights of a stockholder until
such person has become the holder of record of sixty (60) fully paid and
nonassessable shares of said Class A Common Stock, $100 par value, for each
store owned up to a maximum of three hundred (300) such shares, representing
five (5) or more stores.

                                  ARTICLE XIII
          INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

SECTION 1. RIGHT TO INDEMNIFICATION. Each person who was or is a party or is
threatened to be made a party to or is involved (as a party, witness, or
otherwise), in any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "Proceeding"), by reason of the fact that he or she, or a person
whom he or she is the legal representative, 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 the Corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, whether the basis of the Proceeding is
alleged action in an official capacity as a director, officer, employee or agent
in any other capacity while serving as a director, officer, employee or agent
(hereafter an "Indemnitee"), shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended or interpreted (but, in the
case of any such amendment or interpretation, only to the extent that such
amendment or interpretation permits the Corporation to provide broader
indemnification rights than were permitted prior thereto) against all expenses,
liability, and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties, and amounts paid or to be paid in settlement, and any
interest, assessments, or other charges imposed thereon, and any federal, state,
local, or foreign taxes imposed on any Indemnitee as a result of the actual or
deemed receipt of any payments under this Article) reasonably incurred or
suffered by such person in connection with investigating, defending, being a
witness in, or participating in (including on appeal), or preparing for any of
the foregoing in, any Proceeding (hereinafter "Expenses"); provided, however,
that except as to actions to enforce indemnification rights pursuant to Section
3 of this Article, the Corporation shall indemnify any Indemnitee seeking
indemnification in connection with a Proceeding (or part thereof) initiated by
such person only if the Proceeding (or part thereof) was authorized by the Board
of Directors of the Corporation. The right to indemnification conferred in this
Article shall be a contract right for officers and directors.

SECTION 2. AUTHORITY TO ADVANCE EXPENSES. Expenses incurred by an officer or
director (acting in his or her capacity as such) in defending a Proceeding shall
be paid by the Corporation in advance of the final disposition of such
Proceeding, provided, however, that if required by law such Expenses shall be
advanced only upon delivery to the Corporation of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he or she is not

                                       13


entitled to be indemnified by the Corporation as authorized in this Article or
otherwise. Expenses incurred by other Indemnitees of the Corporation (or by the
directors or officers not acting in their capacity as such, including service
with respect to employee benefit plans) may be advanced upon such terms and
conditions as the Board of Directors deems appropriate. Any advancement is not
intended to be a loan and any obligation to reimburse the Corporation for
Expense advances shall be unsecured and no interest shall be charged thereon.

SECTION 3. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 1 or 2 of
this Article is not paid in full by the Corporation within a reasonable period
of time after a written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense (including attorneys' fees) of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending a
Proceeding in advance of its final disposition where the required undertaking
has been tendered to the Corporation) that the claimant has not met the
standards of conduct that make it permissible under the Delaware General
Corporation Law for the Corporation to indemnify the claimant for the amount
claimed. The burden of proving such a defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors or
committees thereof, independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such action that indemnification of
the claimant is proper under the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors or committees thereof, independent legal counsel, or its stockholders)
that the claimant had not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met the
applicable standard of conduct.

SECTION 4. PROVISIONS NONEXCLUSIVE. The rights conferred on any person by this
Article shall not be exclusive of any other rights that such person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office. To the extent that any provision of the
Certificate of Incorporation, agreement, or vote of the stockholders or
disinterested directors is inconsistent with these By-Laws, the provision,
agreement, or vote shall take precedence.

SECTION 5. AUTHORITY TO INSURE. The Corporation may purchase and maintain
insurance to protect itself and any Indemnitee against any Expense, whether or
not the Corporation would have the power to indemnify against such Expense under
applicable law or the provisions of this Article.

SECTION 6. FORM OF INDEMNIFICATION. The Corporation may fulfill its
indemnification obligations by, at its election, paying Expenses and obligations
directly, assuming the defense of any Proceeding, hiring counsel reasonably
acceptable to the Indemnitee, reimbursing Indemnitee for amounts paid by
Indemnitee or in any other manner determined by the Board of Directors.

SECTION 7. SURVIVAL OF RIGHTS. The rights provided by this Article shall
continue as to a person who has ceased to be an Indemnitee and shall inure to
the benefit of the heirs, executors, and administrators of such a person.

SECTION 8. SETTLEMENT OF CLAIMS. The Corporation shall not be liable to
indemnify any Indemnitee under this Article (a) for any amounts paid in
settlement of any action or claim effected without the Corporation's written
consent, which consent shall not be unreasonably withheld; or (b) for any
judicial award if the Corporation was not given a reasonable and timely
opportunity, at its expense, to participate in the defense of such action.

SECTION 9. EFFECT OF AMENDMENT. Any amendment, repeal, or modification of this
Article shall not adversely affect any right or protection of any Indemnitee
existing at the time of such amendment, repeal, or modification.

                                       14


SECTION 10. SUBROGATION. In the event of payment under this Article, the
Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the Indemnitee, who shall execute all papers required and
shall do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the Corporation effectively to
bring suit to enforce such rights.

SECTION 11. NO DUPLICATION OF PAYMENTS. The Corporation shall not be liable
under this Article to make any payment in connection with any claim made against
the Indemnitee to the extent the Indemnitee has otherwise actually received
payment (under any insurance policy, agreement, vote, or otherwise) of the
amounts otherwise indemnifiable hereunder.

                                       15