RESTATED PREP PLAN
    (Formerly Known as Executive Supplemental Benefit Plans)
                  (Adopted on December 6, 2000)

Ace Hardware Corporation PREP Plan is intended to provide part of
the basis for attracting, retaining and rewarding key executives.
This Plan will supplement, as set forth within this document, the
Corporation's life insurance program offered to executive
employees.

Compensation and Human Resources Committee
The Compensation and Human Resources Committee of the Board of
Directors shall have overall administrative responsibility for
the Plan.

Eligibility
The participants in the Plan are nominated by the President and
confirmed by the Board of Directors.

Executive Tiers
Each participant in the Plan is assigned one of the Tiers listed
below which are reflective of position responsibility and level
of benefits provided.

Supplemental Life Insurance Program
The Corporation will provide, by Tier level, a supplemental
universal life insurance policy to each eligible executive.  The
reason for providing a universal life insurance policy, instead
of a term life policy, is to provide an investment vehicle for
the supplemental retirement benefit.  The policy will be owned by
each individual executive.  The Corporation will pay up to 125%
of the standard term life premium rate for each individual
policy.  If an individual executive's policy costs more than the
established rate, it will be that individual's responsibility to
pay the additional costs or accept a reduced face amount of life
insurance.  Listed below are the face amounts of life insurance
to be provided by Tier:

          Tier(s)                  Face Amount
          Tier I                   $600,000.00
          Tier II                  $400,000.00
          Tier III                 $200,000.00

Participants in the Plans for the year 1998 and subsequent years;
Tier I         President and Chief Executive Officer
          David F. Hodnik

Tier II        Corporate Vice President
          Michael C. Bodzewski
          Lori L. Bossmann
          Paul M. Ingevaldson
          Ray A. Griffith
          Rita D. Kahle
          David W. League
          David F. Myer
          Fred J. Neer
          Kenneth L. Nichols

Tier III       Company Vice President
          William J. Bauman
          Daniel C. Prochaska

Plan Administration Policy and Issues
The PREP Plan will be administered by the Compensation and Human
Resources Committee and its interpretation of the Plan and
determination of the benefit granted under the Plan will be final
and binding on all participants and their estates.  Subject to
the provisions of the Plan, the Compensation and Human Resources
Committee, at any time, will have the authority to establish,
adopt or revise such rules and regulations as it deems necessary
for the administration of the Plan.

The Board of Directors has the authority to terminate or amend
the supplemental plan in any respect.

The supplemental plan does not constitute an employment contract
and does not alter the fact that plan participant(s), if not
under contract, may resign from the Corporation and the
Corporation may discharge plan participant(s).

Each participant, at such time as the participant is no longer an
employee of the Company, shall also cease to be eligible for
corporate benefits under this Plan.

The Restated PREP Plan is effective September 1, 2000.











Effective 9/01/00