EXECUTIVE BENEFIT SECURITY TRUST

 EXHIBIT 10-a-18

                   ACE HARDWARE CORPORATION
               EXECUTIVE BENEFIT SECURITY TRUST
 
  

  THIS TRUST AGREEMENT ( A AGREEMENT @ ) is made and entered
into this 1st day of January 1995 by Ace Hardware Corporation, a
Delaware corporation (the "Company"), and Harris Trust & Savings
Bank, and its successor or successors and assigns in the trust
hereby evidenced, as trustee (the "Trustee"),

WITNESSETH:
 
  WHEREAS, the Company has adopted the Ace Hardware Corporation
Long-Term Incentive Compensation Deferral Option Plan and the
Ace Hardware Corporation Directors' Deferral Option Plan (the
"Plans") for the benefit of a select group of management and/or
highly compensated employees and directors of the Company; and
  
  WHEREAS, the Company has incurred or expects to incur
liability under the terms of such Plans with respect to the
individuals participating in such Plans; and
  
  WHEREAS, the Company wishes to establish a trust (hereinafter
called the "Trust") and to contribute to the Trust assets that
shall be held therein, subject to the claims of the Company's
creditors in the event of the Company's Insolvency, as herein
defined, until paid to participants of the Plans and their
beneficiaries in such manner and at such times as specified in
the Plans; and
  
  WHEREAS, it is the intention of the parties that this Trust
shall constitute an unfunded arrangement and shall not affect
the status of the Plans as unfunded plans maintained for the
purpose of providing deferred compensation for a select group of
management or highly compensated employees and directors for
purposes of Title I of the Employee Retirement Income Security
Act of 1974; and
  
  WHEREAS, it is the intention of the Company to make
contributions to the Trust to provide itself with a source of
funds to assist it in the meeting of its liabilities under the
Plans;
  
NOW, THEREFORE, the parties do hereby establish the Trust and
agree that the Trust shall be comprised, held and disposed of as
follows:

 

                           ARTICLE I
INTRODUCTION
  
1.01 The Trust, the Plans , Participants.  This Agreement and 
     the Trust hereby evidenced shall be known as the "Ace
     Hardware Corporation Executive Benefit Security Trust." The
     Trust is established for the benefit of employees and
     directors of the Company who are or become covered under
     the Plans and their beneficiaries, as determined in
     accordance with the provisions of the Plans, which
     employees,  directors and beneficiaries are referred to as
     "Participants." However, the Participants shall not have
     any right or security interest in any specific asset of the
     Trust or beneficial ownership in or preferred claim on the
     assets of the Trust, it being understood that the assets of
     the Trust shall be available for the claims of the
     Company's creditors as provided in Article V and all rights
     created under the Plans or the Trust shall be unsecured
     contractual rights against the Company.
  
1.02 Status of Trust.  The Trust is intended to constitute a 
     grantor trust under Sections 671-678 of the Internal
     Revenue Code, as amended, and shall be construed
     accordingly.
  
     (a)  Company hereby deposits with Trustee in trust $100, 
          which shall become the principal of the Trust to be
          held, administered and disposed of by the Trustee as
          provided in this Agreement. At any time or from time
          to time thereafter the Company may deliver to the
          Trustee additional funds or other property to be held,
          invested and distributed by the Trustee in accordance
          with the provisions of this Agreement.
  
     (b)  The Trust hereby established shall be irrevocable.
  
     (c)  The Trust is intended to be a grantor trust, of which 
          Company is the grantor, within the meaning of subpart
          E, part I, subchapter J, chapter 1, subtitle A of the
          Internal Revenue Code of 1986, as amended, and shall
          be construed accordingly.
  
     (d)  The principal of the Trust, and any earnings thereon 
          shall be held separate and apart from other funds of
          the Company and shall be used exclusively for the uses
          and purposes of the Participants and general creditors
          as herein set forth. Participants and their
          beneficiaries shall have no preferred claim on, or any
          beneficial ownership interest in, any assets of the
          Trust. Any rights created under the Plans and this
          Agreement shall be mere unsecured contractual rights
          of Participants and their beneficiaries against the
          Company. Any assets held by the Trust will be subject
          to the claims of the Company's general creditors under
          federal and state law in the event of Insolvency, as
          defined in paragraph 5.01 herein.
  

1.03 Acceptance. The Trustee accepts the duties and obligations 
     of the Trustee hereunder, agrees to accept delivery of
     property delivered to it by the Company pursuant to
     paragraph 1.02, and agrees to hold such property (and any
     proceeds from the investment of such property) in trust in
     accordance with this Agreement.
  
1.04 The Committee. The committee that is responsible for the 
     administration of the Plans is the Committee appointed to
     administer the Plans pursuant to Article VI of the Plans.
     The Committee has certain powers, rights and duties under
     this Agreement as described below. An officer of the
     Company will certify to the Trustee from time to time the
     person or persons who are acting as the members of the
     Committee or who have been delegated the authority to act
     on behalf of the Committee. The Trustee may rely on the
     latest certificate received without further inquiry or
     verification.

  
                          ARTICLE II
                MANAGEMENT OF THE TRUST FUND

2.01 The Trust Fund. Unless the context clearly implies or
     indicates otherwise, the term "Trust Fund" as of any date
     means all property of every kind then held under this
     Agreement by the Trustee or any custodian.
  
2.02 Trustee's General Powers, Rights and Duties. With respect 
     to the Trust Fund and subject only to the limitations
     expressly provided in this Agreement (including the powers
     reserved to the Committee or imposed by applicable law),
     the Trustee shall have the following powers, rights and
     duties in addition to those vested in it elsewhere in this
     Agreement or by law:
  
     (a)  When directed by the Committee, to invest and reinvest
          part or all of the Trust Fund in any real or personal
          property (including investments in any stocks, bonds,
          debentures, mutual fund shares, notes, commercial
          paper, treasury bills, any common, commingled or
          collective trust funds or pooled investment funds
          described in paragraph 2.03, any interest bearing
          deposits held by any bank or similar financial
          institution, and any other real or personal property).
 
     (b)  When directed by the Committee, to apply for, pay 
          premiums on and maintain in force on the lives of some
          or all of the Participants individual, group term,
          universal or other life insurance policies ("Policies"
          or "Policy") to fund benefits under the Plans for
          Participants on whose lives the Policies are issued
          and containing such provisions as the Committee may
          approve or direct; to receive or acquire such a Policy
          from the Company or from the Participant on whose life
          the Policy is issued, but the Trustee may purchase a
          Policy only if the Trustee pays, transfers or
          otherwise exchanges for the Policy no more than the
          cash surrender value of the Policy and the Policy is
          not subject to a mortgage or similar lien which the
          Trustee would be required to assume; and to have with
          respect to Policies any rights, powers, options,
          privileges and benefits usually comprised in the term
          "incidents of ownership" and normally vested in an
          insured or owner of such Policies.
 
     (c)  To retain in cash such amounts as the Trustee
          considers advisable and as are permitted by applicable
          law and to deposit any cash so retained in any
          depository (including any bank acting as Trustee)
          which the Trustee may select.
 
     (d)  To manage, sell, insure and otherwise deal with all 
          real and personal property held by the Trustee on such
          terms and conditions as the Trustee shall decide.
 
     (e)  To vote stock and other voting securities personally 
          or by proxy, to exercise subscription, conversion and
          other rights and options, to take any action and to
          abstain from taking any action with respect to any
          reorganization, consolidation, merger, dissolution,
          recapitalization, refinancing and any other program or
          change affecting any property constituting a part of
          the Trust Fund, to hold or register any property from
          time to time in the Trustee's name or in the name of a
          nominee or to hold it unregistered or in such form
          that title shall pass by delivery and, with the
          approval of the Committee, to borrow from anyone,
          including any bank acting as Trustee, to the extent
          permitted by law, such amounts from time to time as
          the Trustee considers desirable to carry out this
          Trust (and to mortgage or pledge all or part of the
          Trust Fund as security).
 
     (f)  To make payments from the Trust Fund to provide
          benefits that have become payable under the Plans
          pursuant to paragraph 4.05 or that are required to be
          made to the creditors of the Company pursuant to
          paragraph 5.02.
 
     (g)  To maintain in the Trustee's discretion any litigation
          the Trustee considers necessary in connection with the
          Trust Fund.
 
     (h)  To withhold, if the Trustee considers it advisable, 
          all or any part of any payment required to be made
          hereunder as may be necessary and proper to protect
          the Trustee or the Trust Fund against any liability or
          claim on account of any estate, inheritance, income or
          other tax or assessment attributable to any amount
          payable hereunder, and to discharge any such liability
          with any part or all of such payment so withheld,
          provided that at least ten (10) days prior to
          discharging any such liability with any amount so
          withheld the Trustee shall notify the Committee in
          writing of the Trustee's intent to do so.
 
     (i)  To maintain records reflecting all receipts and
          payments under this Agreement and such other records
          as the Committee specifies and the Trustee agrees to,
          which records may be audited from time to time by the
          Committee or anyone named by the Committee.
 
     (j)  To furnish periodic accounts to the Committee for such
          periods as the Committee may specify, showing all
          investments, receipts, disbursements and other
          transactions involving the Trust during the applicable
          period.
 
     (k)  To furnish the Company with such information in the 
          Trustee's possession as the Company may need for tax or
          other purposes.

     (l)  To employ agents, attorneys, accountants, and other 
          persons (who also may be employed by the Company or
          the Committee), to delegate discretionary powers to
          such persons, to reasonably rely upon information and
          advice furnished by such persons; provided that each
          such delegation and the acceptance thereof by each
          such person shall be in writing; and provided further
          that the Trustee may not delegate its responsibilities
          as to the management or control of the assets of the
          Trust Fund.
 
     (m)  To perform all other acts which in the Trustee's
          judgment are appropriate for the proper management,
          investment and distribution of the Trust Fund.
 
     (n)  The Trustee shall act with the care, skill, prudence 
          and diligence under the circumstances then prevailing
          that a prudent person acting in like capacity and
          familiar with such matters would use in the conduct of
          an enterprise of a like character and with like aims,
          provided, however, that the Trustee shall incur no
          liability to any person for any action taken pursuant
          to a direction, request or approval given by the
          Company which is contemplated by, and in conformity
          with, the terms of the Plans or this Trust and is
          given in writing by the Company. In the event of a
          dispute between the Company and a party, the Trustee
          may apply to a court of competent jurisdiction to
          resolve the dispute.
 
     (o)  Notwithstanding any powers granted to the Trustee 
          pursuant to this Agreement or to applicable law, the
          Trustee shall not have any power that could give this
          Trust the objective of carrying on a business and
          dividing the gains therefrom, within the meaning of
          section 301.7701-2 of the Procedure and Administrative
          Regulations promulgated pursuant to the Internal
          Revenue Code.
 
2.03 Collective Investment Trusts. The Trustee may invest Trust 
     assets in any common, collective or commingled trust fund
     or pooled investment fund that is maintained by a bank or
     trust company (including a bank or trust company acting as
     Trustee) provided such investments are consistent with the
     investment guidelines agreed to in writing by the Company
     and the Trustee. To the extent that any Trust assets are
     invested in any such fund, the provisions of the documents
     under which such common, collective or commingled trust
     fund or pooled investment fund are maintained shall govern
     any investments therein and such provisions are hereby
     incorporated herein and made a part of this Agreement.
 

                          ARTICLE III
                MANNER OF ACTION OF THE COMMITTEE
 
The Committee members may act by meeting, or by writing signed
without meeting, and may sign any document by signing one
document or concurrent documents.  Any written action in lieu of
a meeting must be by unanimous consent of all disinterested
members.  An action of a majority of disinterested members at a
meeting of the Committee shall be effective as if taken on or
made by all Committee members.  If a member of the Committee 
is a Participant, he/she may not decide or determine any matter 
or questions concerning any payments to be made to him/her 
from the Trust that he/she would not have the right to decide 
or determine if he/she were not a member of the Committee.

                          ARTICLE IV
                      GENERAL PROVISIONS
 
4.01 Restrictions on Reversion. The Company shall not have any 
     right, title or interest in the assets of the Trust Fund,
     nor will any part of the assets of the Trust Fund revert or
     be repaid to the Company until all benefits due under the
     Plans have been paid pursuant to the terms of the Plans and
     in accordance with the provisions of paragraph 4.05, except
     as follows:
 
     (a)  The assets of the Trust shall be available for the 
          claims of the Company's creditors under the
          circumstances specified in Article V;
 
     (b)  If the Company ceases to maintain the Plans, any
          balance remaining in the Trust after all benefits have
          been paid pursuant to the terms of the Plans and in
          accordance with the provisions of paragraph 4.05 shall
          revert to the Company;
 
     (c)  Except in the event of a Change of Control (as defined
          below), upon the written request of the Committee at
          any time, the Trustee shall repay to the Company any
          excess assets (as defined below) in the Trust,
          provided that the Committee furnishes to the Trustee a
          certified statement of an independent actuary as to
          the then value of vested accrued benefits (as defined
          below) under the Plans. For these purposes, "excess
          assets" means any amount by which the sum of the cash
          surrender value of Policies held in the Trust and the
          fair market value of all other assets in the Trust, as
          determined by the Trustee, exceeds 110 percent (110%)
          of the value of vested accrued benefits under the
          Plans. For purposes of this Trust, "vested accrued
          benefits" shall mean the sum of (i) all Deferred
          Benefit Accounts (as defined in the Plans) of
          Participants, including interest credited at the
          Retirement Interest Yield (as defined in the Plans),
          and (ii) the present value of all other projected
          benefit obligations under the Plans.
 
          In the event of a "Change of Control", no assets of the Trust
          Fund shall revert or be repaid to the Company, under any
          circumstances, until all benefits due under the Plans have been
          paid pursuant to the terms of the Plans and in accordance with
          the provisions of paragraph 4.05. For purposes of this Trust, a
          "Change of Control" shall mean the sale of the Company or
          substantially all of its assets, in any form whatsoever,
          including merger, consolidation, or other reorganization or the
          sale of a substantial portion of the Company or its assets or
          any substantial change in ownership of the outstanding shares of
          stock of the Company or which the Company, in its sole
          discretion, determines to be a change in control under this
          paragraph.
 

4.02 Nonalienation of Trust Assets. To the extent permitted by 
     law, the rights or interests of any Participants to any
     benefits or future payments hereunder shall not be subject
     to attachment, garnishment, levy, execution or other legal
     or equitable process by any creditor of any such
     Participant, nor shall any such Participant have any right
     to alienate, anticipate, commute, pledge, encumber or
     assign (either at law or in equity) any of the benefits or
     rights which he/she may expect to receive (contingently or
     otherwise) under this Agreement, except as may be required
     by the tax withholding provisions of the Internal Revenue
     Code or of a state's income tax act.
 
4.03 Litigation. Any final judgment that is not appealed or 
     appealable and which may be entered in any action or
     proceeding regarding this Trust shall be binding and
     conclusive on the parties hereto and all persons having or
     claiming to have an interest in the Trust. If the Trustee
     undertakes or defends any litigation arising in connection
     with this Trust, the Company agrees to indemnify the
     Trustee against the Trustee's costs, expenses and
     liabilities (including, without limitation, attorneys' fees
     and expenses) relating thereto and to be primarily liable
     for such payments. If the Company does not pay such costs,
     expenses and liabilities in a reasonably timely manner, the
     Trustee may obtain payment from the Trust.
 
4.04 Trustee's Actions Conclusive. Except as otherwise provided 
     by law, the Trustee's exercise or non-exercise of its
     powers and discretion in good faith shall be conclusive on
     all persons. No one shall be obliged to see to the
     application of any money paid or property delivered to the
     Trustee. The certificate of the Trustee that it is acting
     in accordance with this Agreement will fully protect all
     persons dealing with the Trustee. If there is a
     disagreement between the Trustee and anyone as to any act
     or transaction reported in any accounting, the Trustee
     shall have the right to a settlement of its account by any
     proper court.
 
4.05 Benefit Payments. The Committee from time to time shall 
     direct the Trustee in writing to make distributions of
     benefits from the Trust Fund that have become payable, but
     that have not been paid by the Company, under the Plans to
     Participants, including the amount and manner of payment of
     any such benefit. If a payment required under the terms of
     the Plans has not been made to a Participant (whether due
     to the failure of the Committee to notify the Trustee as
     required by this paragraph or otherwise), then the
     Participant may notify the Trustee in writing of the amount
     (or a reasonable estimate of the amount) owed to him/her
     pursuant to the Plans, and the date or dates such amount
     was due and payable. The Trustee shall notify the Committee
     and the Company within fifteen (15) calendar days of the
     receipt of such payment request. If the Committee or the
     Company does not provide the Trustee with a certified
     statement from either an independent actuary or from any
     other independent party agreed to by the Trustee, the
     Committee and the Participant, as to the proper amount due
     and payable to the Participant within thirty (30) days of
     the date the Trustee notified the Committee and the Company
     of the payment request, the Trustee shall make the payment
     or payments requested by the Participant from the Trust
     Fund and may conclusively rely on such payment or payments
     being the appropriate amount. The Trustee shall also notify
     the Committee and the Company of any such payments. Payment
     shall be made to a Participant from the Trust Fund in
     accordance with the terms of the Plans until the earlier
     of:  (i) all benefit commitments due the Participant under
     the Plans as requested by the Participant in his/her
     notification to the Trustee, have been satisfied; or (ii)
     the Committee or the Company provide a certified statement
     as described above. If a certified statement is so
     provided, appropriate adjustment, if any, in the amount
     paid and to be paid to the Participant shall be made. The
     Trustee shall be fully protected in acting without
     Committee direction under this paragraph and shall be
     indemnified and saved harmless as provided in paragraph
     4.08. The Trustee shall make such distributions from the
     Trust Fund in accordance with the provisions of this
     paragraph 4.05, subject to the provisions of Article V. If
     Trust assets are not sufficient to pay the benefits from
     the Plans, the Company shall make the balance of each such
     payment when due.
 
4.06 Missing Persons. If any payment directed to be made by the 
     Trustee from the Trust Fund is not claimed by the person
     entitled thereto, the Trustee shall notify the Committee of
     that fact. Neither the Company, the Committee nor the
     Trustee shall have any obligation to search for or
     ascertain the whereabouts of any payee under this Trust.
 
4.07 Liabilities Mutually Exclusive. To the extent permitted by 
     law, the Company, the Trustee, the Committee and each
     member thereof shall be responsible only for their own acts
     or omissions.
 
4.08 Indemnification. To the extent permitted by law, neither 
     the Trustee, any present or former Committee member, nor
     any person who is or was a director, officer, or employee
     of the Company, shall be personally liable for any act
     done, or omitted to be done, in good faith in the
     administration of this Trust. Any person to whom the
     Committee or the Company has delegated any portion of its
     responsibilities under the Trust, any person who is or was
     a director or officer of the Company, members and former
     members of the Committee, and each of them, shall, to the
     extent permitted by law, be indemnified and saved harmless
     by the Company (to the extent not indemnified or saved
     harmless under any liability insurance or other
     indemnification arrangement with respect to this Trust)
     from and against any and all liability or claim of
     liability to which they may be subjected by reason of any
     act done or omitted to be done in good faith in connection
     with the administration of the Trust or the investment of
     the Trust Fund, including all expenses reasonably incurred
     in their defense if the Company fails to provide such
     defense after having been requested to do so in writing.
     The Trustee shall be indemnified and saved harmless by the
     Company (to the extent not indemnified or saved harmless
     under any liability insurance or other indemnification
     arrangement with respect to this Trust) only with respect
     to liability or claim of liability to which the Trustee
     shall be subjected by reason of its good faith compliance
     with any directions given in accordance with the provisions
     of the Trust by the Committee including all expenses
     reasonably incurred in the Trustee's defense if the Company
     fails to provide such defense after having been requested
     to do so in writing.
 
4.09 Compensation and Expenses. All reasonable costs, charges 
     and expenses incurred by the Trustee pursuant to
     subparagraph 2.02(g) shall be paid from the Trust Fund to
     the extent not paid by the Company, and all other
     reasonable compensation, costs, charges and expenses
     incurred in the administration of this Trust, as agreed
     upon between the Committee and the Trustee, will, to the
     extent not paid by the Company be paid from the Trust Fund;
     provided that expenses incurred in connection with the
     sale, investment and reinvestment of the Trust Fund (such
     as brokerage, postage, express and insurance charges and
     transfer taxes) shall be paid from the Trust Fund.
 
4.10 Action by the Company. Any action with respect to this 
     Trust required or permitted to be taken by the Company
     shall be by resolution of its Board of Directors, by a duly
     authorized committee of its Board of Directors, or by a
     person or persons authorized by resolution of its Board of
     Directors or such committee.
 
4.11 Warranty. The Company warrants that all directions or
     authorizations by the Committee, whether for the payment of
     money or otherwise, will comply with the provisions of the
     Plans and this Trust.
 
4.12 Evidence. Evidence required of anyone under this Agreement 
     shall be signed, made or presented by the proper party or
     parties and may be by certificate, affidavit, document or
     other information which the person acting on it considers
     pertinent and reliable.
 
4.13 Waiver of Notice. Any notice required under this Agreement 
     may be waived by the person entitled to such notice.
 
4.14 Counterparts. This Agreement may be executed in two or more
     counterparts, any one of which will be an original without
     reference to the others.
 
4.15 Gender and Number. Where the context admits, words denoting
     the masculine gender shall include the feminine gender, the
     singular shall include the plural, and the plural shall
     include the singular.
 
4.16 Scope of this Agreement. The Plans and this Trust will be 
     binding on all persons entitled to benefits hereunder and
     their respective heirs and legal representatives, and upon
     the Company, the Committee, the Trustee, and their
     successors and assigns.
 
4.17 Severability. If any provision of this Agreement is held to
     be illegal or invalid, such illegality or invalidity shall
     not affect the remaining provisions of this Agreement, and
     they shall be construed and enforced as if such illegal or
     invalid provision had never been inserted herein.
 
4.18 Statutory References. Any references in this Agreement to a
     section of the Internal Revenue Code shall include any
     comparable section or sections of any future legislation
     that amends, supplements or supersedes that section.
 
4.19 Applicable Law. The Trust shall be construed in accordance 
     with the laws of the State of Illinois.
 

                           ARTICLE V
                          INSOLVENCY
 
5.01 Insolvency. The Company shall be considered "Insolvent" for
     purposes of this Trust if the Company's debts are not paid
     as they mature or if its affairs become the subject of
     reorganization or liquidation proceedings as a debtor under
     federal bankruptcy laws.
 
5.02 Payments During Insolvency. At all times during the
     existence of this Trust, assets and rights of the Trust
     shall be subject to the claims of the Company's general
     creditors. Therefore, if the Trustee knows that the Company
     is Insolvent (as defined in paragraph 5.01), the Trustee
     shall discontinue benefit payments that otherwise would be
     paid and will deliver or otherwise make available assets of
     the Trust to satisfy the claims of the Company's creditors
     as directed by a court of competent jurisdiction. If the
     Company becomes Insolvent, its Board of Directors and its
     President shall have the duty to promptly inform the
     Trustee of the Company's Insolvency. The Committee shall
     have the same duty if and when it becomes aware that the
     Company has become Insolvent or upon an inquiry of the
     Company's solvency by the Trustee. Participants shall not
     be granted greater rights to the Trust Fund by virtue of
     their rights under the Plans than other general creditors
     of the Company, but no provision of the Trust shall
     diminish the rights of a Participant to pursue his/her
     rights as a general creditor of the Company with respect to
     any benefits he/she is entitled to under the Plans, or
     otherwise. The Trustee shall resume payments of benefits in
     accordance with the Plans after the Trustee has been
     notified by the Board of Directors or the President that
     the Company is no longer Insolvent.
 
5.03 Trustee's Reliance. Unless the Trustee has actual knowledge
     of the Company's Insolvency, or has received notice from
     Company or a person claiming to be a creditor alleging that
     the Company is Insolvent, Trustee shall have no duty to
     inquire whether the Company is Insolvent. The Trustee may
     in all events rely on such evidence concerning the
     Company's solvency as may be furnished to the Trustee and
     that provides the Trustee with a reasonable basis for
     making a determination concerning the Company's solvency.

 
                          ARTICLE VI
            STATEMENT AND ACCOUNTS OF THE TRUSTEE
 
6.01 The Trustee shall maintain accurate and detailed records 
     and accounts of all investments, receipts, disbursements
     and other transactions under this Agreement.  All accounts,
     books, and records of the Trustee under this Agreement
     shall be open at all reasonable times to inspection and
     audit by any person designated by the Company.
 
6.02 Within sixty (60) days following the close of (i) the date 
     of the removal or resignation of the Trustee or (ii) the
     close of other periods agreed on by the Trustee and the
     Company, the Trustee shall file with the Company a written
     account setting forth a description of all securities and
     other property purchased and sold, all liabilities
     incurred, all receipts, disbursements and other
     transactions effected by it during such period, at their
     cost and fair market values, and all incurred but unpaid
     liabilities as of the end of such period.  Special reports
     and accounts shall be provided by the Trustee to the
     Company on a periodic basis as is mutually agreeable.
 
6.03 The Company shall review such written accounts within 120 
     days after receipt.  Such accounting shall be deemed
     approved, and the Trustee shall be released and discharged,
     as to all items set forth in such account except with
     respect to any such acts or transactions as to which the
     Company shall within such 120 day period file written
     objections with the Trustee.
 

                          ARTICLE VII
               RESIGNATION OR REMOVAL OF TRUSTEE
 
7.01 Resignation or Removal of Trustee. The Trustee may resign 
     at any time by giving thirty (30) days advance written
     notice to the Company and the Committee. The Committee may
     remove a Trustee by giving written notice to the Trustee
     and the Company provided that such removal shall not become
     effective until the time immediately preceding the
     appointment of a successor Trustee pursuant to paragraph
     7.02.
 
7.02 Successor Trustees. In the event of the resignation or 
     removal of the Trustee, a successor Trustee shall be
     appointed by the Committee in writing as soon as
     practicable. Written notice of such appointment shall be
     given by the Committee to the Company and the predecessor
     Trustee.
 
7.03 Duties of Predecessor Trustee and Successor Trustee. A 
     Trustee that resigns or is removed shall promptly furnish
     to the Committee and the successor Trustee a final account
     of its administration of the Trust. A successor Trustee
     shall succeed to the right and title of the predecessor
     Trustee in the assets of the Trust Fund and, within thirty
     (30) days after notice of resignation or removal is given, 
     the predecessor Trustee shall deliver the property
     comprising the Trust Fund to the successor Trustee together
     with any instruments of transfer, conveyance, assignment
     and further assurances as the successor Trustee may
     reasonably require. Each successor Trustee shall have all
     the powers, rights and duties conferred by this Agreement
     as if named the initial Trustee. Subject to applicable law,
     no successor Trustee shall be personally liable for any act
     or failure to act of a predecessor Trustee.

 
                          ARTICLE VIII
                   AMENDMENT AND TERMINATION
 
8.01 Amendment. This Trust may be amended from time to time by 
     the Company, except as follows:
 
     (a)  The duties and liabilities of the Committee and the 
     Trustee under this Agreement cannot be changed
     substantially without their consent.
 
     (b)  Under no condition shall any amendment result in the 
          return or repayment to the Company of any portion of
          the Trust Fund or the income therefrom except to the
          extent permitted under paragraph 4.01, or result in
          the distribution of the Trust Fund for any purposes
          other than payment of obligations of the Company to
          its creditors, including Participants.
 
     (c)  This Trust may not be amended so as to cause the
          reduction or cessation of any benefits a Participant
          would receive under the terms of the Plans nor may the
          Trust be amended to make the Trust revocable.
 
8.02 Termination. This Trust shall not terminate, and all the 
     rights, titles, powers, duties, discretions and immunities
     on or reserved to the Trustee, the Company and the
     Committee shall continue in effect with respect to the
     Trust, until all benefits payable to Participants under the
     Plans have been paid and all assets have been distributed
     by the Trustee under the Trust and the Plans.
     Notwithstanding any other provision of this Trust, the
     Trust shall terminate one day prior to the expiration of a
     period of twenty-one (21) years after the death of the last
     to die of employees or directors of the Company who are
     Participants in the Plans on the day and year first above
     written. Upon termination of the Trust, any assets
     remaining in the Trust shall be returned to the Company.
 
  IN WITNESS WHEREOF, the Company and the Trustee have caused
this Agreement to be executed on their behalf and by their
respective officers thereunto duly authorized, the day and year
first above written.
 
  
ACE HARDWARE CORPORATION

ATTEST/WITNESS:  GARY HUNT           By  DAVID F. HODNIK

                                     Its President & COO

Harris Trust & Savings Bank

ATTEST/WITNESS:  IRENE DEMEUR         by HOLLY S. HEEP

                                      Its Vice-President 

Basic Info X:

Name: EXECUTIVE BENEFIT SECURITY TRUST
Type: trust
Date: March 11, 1996
Company: ACE HARDWARE CORP
State: Delaware

Other info:

Date:

  • 1st day of January 1995
  • thirty 30

Organization:

  • Ace Hardware Corporation
  • Internal Revenue Code
  • Collective Investment Trusts
  • Change of Control
  • Retirement Interest Yield
  • Nonalienation of Trust Assets
  • Trustee 's Actions Conclusive
  • Waiver of Notice
  • the State of Illinois
  • Board of Directors
  • Trustee 's Reliance
  • Removal of Trustee
  • Duties of Predecessor Trustee and Successor Trustee
  • COO Harris Trust & Savings Bank

Location:

  • Delaware

Money:

  • $ 100

Person:

  • DAVID F. HODNIK
  • HOLLY S. HEEP

Percent:

  • 110 percent 110 %