EXHIBIT 4-B

  % SUBORDINATED PROMISSORY NOTE                               [TRUE VALUE LOGO]

FOR VALUE RECEIVED, TRUE VALUE COMPANY, a Delaware Corporation (hereinafter
called the "Company") HEREBY PROMISES TO PAY at the principal offices of the
company to the registered owner hereof, on or before the maturity date listed
below, the following listed sum, being the face amount of this note, in lawful
money of the United States, and to pay interest on the principal balance from
time to time remaining unpaid, in like money at said office of the Company, at
the rate of     per annum, payable semi-annually on the last day of June and the
last day of December each year.

The Company reserves the right and option of redeeming this note, in whole or in
part, at any time or from time to time , upon the making of such total or
partial principal payment together with accrued interest to the date fixed for
redemption. There shall be no premium payable upon such premature redemption.

It is a condition of this obligation of the Company and the holder by the
acceptance hereof agrees that the indebtedness evidenced by and accruing on this
note shall be and at all times remain junior and subordinate in right of payment
to any and all indebtedness of the Company to banking institutions,
institutional lenders, and to trade creditors for merchandise sold and delivered
to the Company and to other indebtedness of the Company as specified by its
Board of Directors (herein called "Superior Indebtedness") whether existing,
contingent or created after the date of issuance of this note. To this end (i)
in the event of any distribution, division or application, partial or complete,
voluntary or involuntary, by operation of law or otherwise, of all or any part
of the assets of the Company, or the proceeds thereof, to creditors of the
Company or upon any indebtedness of the Company occurring by reason of
liquidation, dissolution or other winding up of the Company or by reason of any
execution sale, receivership, insolvency or bankruptcy proceedings or other
proceedings for the reorganization or readjustment of the Company or its debts
or properties, or (ii) in the event of and during the continuance of a default
on any Superior Indebtedness (under circumstances when the foregoing clause (i)
shall not be applicable), then in any of such events Superior Indebtedness shall
be first paid and satisfied in full before any payment or distribution of any
kind or character, whether in cash, property or securities, shall be made on or
in respect of principal of or interest on this note and any payment, dividend or
distribution upon or in respect of this note made in or resulting from any event
or proceeding referred to in the foregoing clause (i) hereof shall be paid over
to the holder or holders of such Superior Indebtedness for the pro rata
application on such Superior Indebtedness until such Superior Indebtedness has
been fully paid and satisfied. Further,the holder by the acceptance hereof
agrees to, with, and for the benefit of the holders of any Superior Indebtedness
from time to time outstanding that he or it will not use the indebtedness
evidenced by or accruing on this note by way of counterclaim, setoff, recoupment
or otherwise so as to diminish, discharge or otherwise satisfy in whole or in
part any indebtedness or liability of the holder hereof to the Company, whether
now existing or hereafter arising.

The Company shall have a LIEN on this note, and a RIGHT OF SETOFF against
amounts which may be or become payable hereunder, for such indebtedness to the
Company or a subsidiary of the Company of the then current holder hereof as may
from time to time exist. In accordance with the Company's By Laws, if the
company exercises its right of setoff, it shall have the right to discount the
note to its then current cash value which shall be 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 in effect on the date of setoff as reported in the
Wall Street Journal plus two percentage points.


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No transfer of this note shall be valid unless consented to by the Company in
writing and made at the office of the Company by the registered owner in person
or by his duly authorized attorney and noted hereon, and, except in the case of
transfer to banks or other lending institutions or associations, no transfer
shall be made to any person other than one who, on the date of such transfer, is
a stockholder of the Company.

IN WITNESS WHEREOF, TRUE VALUE COMPANY has caused this note to be executed by
its officers thereunto duly enabled and its corporate seal to be hereunto
affixed the date of issue below.

REGISTERED OWNER:    AMOUNT              DOLLARS              TRUE VALUE COMPANY
                           --------------          CHICAGO, ILLINOIS  60631-3505
                             ($       )


     REASON ISSUE -      PATRONAGE DIVIDEND

     MATURITY DATE - DECEMBER 31,

     DATE OF ISSUE -



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