exv10w14






EXHIBIT 10.14




ANIXTER INC.




DEFERRED COMPENSATION PLAN




2005 RESTATEMENT





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE
	ARTICLE I—PURPOSE; EFFECTIVE DATE
	 	 	1	 
	1.1 Purpose
	 	 	1	 
	1.2 Effective Date
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II—DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	2.1 Account
	 	 	1	 
	2.2 Affiliate
	 	 	1	 
	2.3 Beneficiary
	 	 	1	 
	2.4 Board
	 	 	1	 
	2.5 Bonus
	 	 	2	 
	2.6 Code
	 	 	2	 
	2.7 Committee
	 	 	2	 
	2.8 Company
	 	 	2	 
	2.9 Compensation
	 	 	2	 
	2.10 Deferral Commitment
	 	 	2	 
	2.11 Deferral Period
	 	 	2	 
	2.12 Determination Date
	 	 	2	 
	2.13 Disability
	 	 	2	 
	2.14 Earnings
	 	 	3	 
	2.15 Earnings Rate
	 	 	3	 
	2.16 ERISA
	 	 	3	 
	2.17 Financial Hardship
	 	 	3	 
	2.18 Key Employee
	 	 	3	 
	2.19 Parent
	 	 	4	 
	2.20 Parent Board
	 	 	4	 
	2.21 Participant
	 	 	4	 
	2.22 Participating Employer
	 	 	4	 
	2.23 Participation Agreement
	 	 	4	 
	2.24 Performance-Based Enhancement
	 	 	4	 
	2.25 Person
	 	 	4	 
	2.26 Plan
	 	 	4	 
	2.27 Qualified 401(k) Plan
	 	 	5	 
	2.28 Retirement
	 	 	5	 
	2.29 Salary
	 	 	5	 
	2.30 Settlement Date
	 	 	5	 
	2.31 Separation from Service
	 	 	5	 
	2.32 Valuation Date
	 	 	5	 






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TABLE OF CONTENTS





	 	 	 	 	 
	 	 	PAGE
	ARTICLE III—ELIGIBILITY AND DEFERRAL COMMITMENTS
	 	 	5	 
	 
	 	 	 	 
	3.1 Eligibility and Participation
	 	 	6	 
	3.2 Deferral Commitment
	 	 	6	 
	3.3 Modification of Deferral Commitment
	 	 	6	 
	 
	 	 	 	 
	ARTICLE IV—DEFERRED COMPENSATION ACCOUNTS
	 	 	6	 
	 
	 	 	 	 
	4.1 Accounts
	 	 	7	 
	4.2 Matching Contribution
	 	 	7	 
	4.3 Determination of Accounts
	 	 	7	 
	4.4 Vesting of Accounts
	 	 	7	 
	4.5 Tax Withholding
	 	 	7	 
	4.6 Statement of Account
	 	 	7	 
	 
	 	 	 	 
	ARTICLE V—PLAN BENEFITS
	 	 	8	 
	 
	 	 	 	 
	5.1 Payments to Key Employees
	 	 	8	 
	5.2 Retirement Benefit
	 	 	8	 
	5.3 Disability Benefit
	 	 	9	 
	5.4 Separation from Service Prior to Retirement Benefit
	 	 	10	 
	5.5 Death Benefit
	 	 	11	 
	5.6 Accounts of $5,000 or Less
	 	 	12	 
	5.7 Withholding on Benefit Payments
	 	 	13	 
	5.8 Payment to Guardian
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VI—OTHER DISTRIBUTIONS
	 	 	13	 
	 
	 	 	 	 
	6.1 Early Withdrawals
	 	 	13	 
	6.2 Financial Hardship Distributions
	 	 	14	 
	6.3 Accelerated Distribution
	 	 	14	 
	 
	 	 	 	 
	ARTICLE VII—BENEFICIARY DESIGNATION
	 	 	15	 
	 
	 	 	 	 
	7.1 Beneficiary Designation
	 	 	15	 
	7.2 Changing Beneficiary
	 	 	15	 
	7.3 No Beneficiary Designation
	 	 	15	 
	7.4 Effect of Payment
	 	 	15	 
	 
	 	 	 	 
	ARTICLE VIII—ADMINISTRATION
	 	 	15	 
	 
	 	 	 	 
	8.1 Committee; Duties
	 	 	15	 
	8.2 Agents
	 	 	16	 
	8.3 Binding Effect of Decisions
	 	 	16	 
	8.4 Indemnity of Committee
	 	 	16	 






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TABLE OF CONTENTS






	 	 	 	 	 
	 	 	PAGE
	ARTICLE IX—CLAIMS PROCEDURE
	 	 	16	 
	 
	 	 	 	 
	9.1 Claim
	 	 	16	 
	9.2 Initial Claim Review
	 	 	16	 
	9.3 Review of Claim
	 	 	17	 
	 
	 	 	 	 
	ARTICLE X—AMENDMENT AND TERMINATION OF THE PLAN
	 	 	17	 
	 
	 	 	 	 
	10.1 Amendment
	 	 	17	 
	10.2 Participating Employer’s Right to Withdraw
	 	 	18	 
	10.3 Plan Termination
	 	 	18	 
	 
	 	 	 	 
	ARTICLE XI—MISCELLANEOUS
	 	 	19	 
	 
	 	 	 	 
	11.1 Unfunded Plan
	 	 	19	 
	11.2 Unsecured General Creditor
	 	 	20	 
	11.3 Trust Fund
	 	 	20	 
	11.4 Nonassignability
	 	 	20	 
	11.5 Compliance with Internal Revenue Code Section 409A
	 	 	20	 
	11.6 Not a Contract of Employment
	 	 	21	 
	11.7 Protective Provisions
	 	 	21	 
	11.8 Governing Law
	 	 	21	 
	11.9 Validity
	 	 	21	 
	11.10 Notice
	 	 	21	 
	11.11 Successors
	 	 	22	 
	 
	 	 	 	 
	APPENDIX A—CALCULATION OF EARNINGS AND PERFORMANCE-BASED ENHANCEMENT
	 	 	 	 







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ANIXTER INC.




DEFERRED COMPENSATION PLAN




2005 RESTATEMENT




ARTICLE I—PURPOSE; EFFECTIVE DATE




1.1 Purpose




     Anixter Inc. (the “Company”) adopts this Deferred Compensation Plan (the “Plan”) to provide,
in a tax-efficient manner, supplemental funds for retirement or death for certain employees of the
Company and Participating Employers. It is intended that the Plan will aid in attracting and
retaining employees of exceptional ability by providing them with this benefit.



     The purpose of this restatement is to bring the Plan into compliance with Code Section 409A.



1.2 Effective Date




     The Plan, effective as of January 1, 1995, was amended and restated effective January 1, 1999
and is amended and restated as of January 1, 2005.



ARTICLE II—DEFINITIONS




     Whenever used in this document, the following terms shall have the meanings indicated, unless
a contrary or different meaning is expressly provided:



2.1 Account




     “Account” means the record or records maintained by a Participating Employer for each
Participant in accordance with Article IV with respect to any deferral of Compensation pursuant to
this Plan.



2.2 Affiliate




     “Affiliate” means with respect to any Person, any entity controlled by, under the control of,
under common control with such Person within the meaning of the Securities Exchange Act of 1934.



2.3 Beneficiary




     “Beneficiary” means the Person entitled under Article VII to receive any Plan benefits payable
after a Participant’s death.



2.4 Board




     “Board” means the Board of Directors of the Company.



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2.5 Bonus




     “Bonus” means the remuneration earned by a Participant for the performance of services for a
Participating Employer during a Deferral Period, including amounts thereof deferred under an
agreement entered into pursuant to either Code Section 125 or Code Section 401(k), regular
performance bonus amounts (including commissions), but excluding base and overtime pay, car
allowances, cost of living allowances, other extraordinary payments and any amounts received under
a stock option, phantom stock option or similar long-term incentive plan.



2.6 Code




     “Code” means the Internal Revenue Code of 1986, as amended from time to time, and all
regulations and other guidance promulgated thereunder.



2.7 Committee




     “Committee” means the Anixter Inc. Employee Benefits Administrative Committee which is
appointed by the Board to administer the Plan pursuant to Article VIII.



2.8 Company




     “Company” means Anixter Inc., a Delaware corporation, and its successors and assigns.



2.9 Compensation




     “Compensation” means the Salary and Bonuses payable by a Participating Employer to the
Participant for the performance of services, determined before reduction for amounts deferred under
this Plan.



2.10 Deferral Commitment




     “Deferral Commitment” means an election to defer Compensation and the corresponding
distribution election, made by a Participant pursuant to Articles III, V and VI, and for which a
Participation Agreement has been submitted by the Participant to the Committee.



2.11 Deferral Period




     “Deferral Period” means the calendar year in which Compensation is earned by a Participant.



2.12 Determination Date




     “Determination Date” means the last day of each calendar month.



2.13 Disability




     With respect to Accounts that are accrued and vested as of December 31, 2004, including
Earnings thereon after such date, “Disability” and/or “Disabled” means a physical or mental
condition which, in the opinion of the Committee, prevents the Participant from satisfactorily
performing the Participant’s usual duties for a Participating Employer. The Committee shall
determine the existence of the Disability



PAGE 2 — ANIXTER INC. DEFERRED COMPENSATION PLAN




 









 




and may rely on advice from a medical examiner, medical reports, and other evidence satisfactory to
the Committee in making the determination.




     With respect to Accounts accrued or vested after December 31, 2004, including Earnings thereon
after that date, “Disability” and/or “Disabled” means the Participant is:




     (a) Unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than twelve (12) months; or




     (b) By reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less
than twelve (12) months, receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan covering employees of the Participating
Employer; or




     (c) Determined to be totally disabled by the Social Security Administration or the
Railroad Retirement Board.



2.14 Earnings




     “Earnings” means the amount of growth that is credited to an Account on each Determination
Date in a calendar year based on the Earnings Rate. Earnings shall be calculated as set forth in
Appendix A.



2.15 Earnings Rate




     “Earnings Rate” means a rate equal to the nominal annual yield of the average of the ten (10)
year Treasury Note yield for the three (3) months of the previous quarter, as published by the
Federal Reserve Board (or any substantially similar index selected by the Board), times one hundred
forty percent (140%).



2.16 ERISA




     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



2.17 Financial Hardship




     “Financial Hardship” means a severe financial hardship to the Participant or the Beneficiary
resulting from a sudden and unexpected illness or accident of the Participant or Beneficiary, the
Participant’s or Beneficiary’s spouse, or of a dependent of the Participant or Beneficiary, loss of
the Participant’s or Beneficiary’s property due to casualty, or other extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the Participant or
Beneficiary. Financial Hardship shall be determined by the Committee on the basis of information
supplied by the Participant or Beneficiary in accordance with the standards set forth by the
Committee.



2.18 Key Employee




     “Key Employee” means a “specified employee” as defined in Code Section 409A(a)(2)(B)(i).



PAGE 3 — ANIXTER INC. DEFERRED COMPENSATION PLAN




 









 





2.19 Parent




     “Parent” means Anixter International Inc., a Delaware corporation, and its successors and
assigns.



2.20 Parent Board




     “Parent Board” means the Board of Directors of the Parent.



2.21 Participant




     “Participant” means an eligible employee under Article III who has elected to defer
Compensation for a Deferral Period under this Plan and who has not yet received full benefits
hereunder.



2.22 Participating Employer




     “Participating Employer” means the Company and any subsidiary or Affiliate of the Company
designated by the Board as a Participating Employer under the Plan, as long as such designation has
become effective and continues in effect. The designation as a Participating Employer shall become
effective only upon the acceptance of such designation and the formal adoption of the Plan by a
Participating Employer. A Participating Employer may revoke its acceptance of designation as a
Participating Employer at any time, but until it makes such revocation, all of the provisions of
this Plan and any amendments thereto shall apply to the Participants and Beneficiaries of the
Participating Employer.



2.23 Participation Agreement




     “Participation Agreement” means the agreement, whether in writing or electronically
transmitted, submitted by a Participant to the Committee pursuant to Article III prior to the
beginning of a Deferral Period for which a Deferral Commitment is made.



2.24 Performance-Based Enhancement




     “Performance-Based Enhancement” means up to two (2) percentage points per year in additional
Earnings if the Company attains certain quarterly performance goals, which goals and the amount of
additional Earnings to be credited for the achievement thereof, shall be established by the Board
from time to time and credited at the end of each calendar quarter. A Participant must be employed
by a Participating Employer for at least one-half of the quarter to be eligible to receive a
Performance-Based Enhancement for that quarter. Performance-Based Enhancement shall be calculated
as set forth in Appendix A.



2.25 Person




     “Person” means any individual or any trust, corporation, partnership, limited liability
company, limited liability partnership, or other entity.



2.26 Plan




     “Plan” means this Anixter Inc. Deferred Compensation Plan as amended from time to time.



PAGE 4 — ANIXTER INC. DEFERRED COMPENSATION PLAN




 









 








2.27 Qualified 401(k) Plan




     “Qualified 401(k) Plan” means the Anixter Inc. Employee Savings Plan, or any successor defined
contribution plan maintained by the Company that qualifies under Code Section 401(a).



2.28 Retirement




     “Retirement” means a Participant’s Separation from Service on or after the Participant’s
attainment of age fifty-five (55).



2.29 Salary




     “Salary” means the base remuneration and overtime earned by a Participant for the performance
of services for a Participating Employer during a Deferral Period, including amounts thereof
deferred under an agreement entered into pursuant to Code Section 125 or Code Section 401(k), but
excluding regular performance bonus amounts (including commissions), car allowances, cost of living
allowances, other extraordinary payments and any amounts received under a stock option, phantom
stock option or similar long-term incentive plan.



2.30 Settlement Date




     “Settlement Date” means the first day of a month in which a lump-sum payment and/or the first
of a series of installment payments is made.



2.31 Separation from Service




     “Separation from Service” means the Participant’s “termination of employment” with all
Participating Employers and any affiliated or subsidiary entity of such Participating Employers
that is considered to be part of a controlled group with the Company pursuant to Code Section
414(b) or (c), except that in applying Code Section 1563 “fifty percent” shall be substituted for
“eighty percent” (herein referred to as the “controlled group”). Whether a “termination of
employment” has occurred is determined based on whether the facts and circumstances indicate that
the Participating Employer and the Participant reasonably anticipate that no further services will
be performed for any member of the controlled group after a certain date or that the level of bona
fide services the Participant will perform after such date (whether as an employee or as an
independent contractor) will permanently decrease to no more than twenty percent (20%) of the
average level of bona fide services performed (whether as an employee or independent contractor)
over the immediately preceding thirty-six (36) months (or the full period of services to all
members of the controlled group if the Participant has been providing services to the Participating
Employer for less than thirty-six (36) months).



2.32 Valuation Date




     “Valuation Date” means the last day of the month in which a Participant no longer performs
services for a Participating Employer due to Retirement, Disability, Separation from Service or
death.



ARTICLE III—ELIGIBILITY AND DEFERRAL COMMITMENTS




PAGE 5 — ANIXTER INC. DEFERRED COMPENSATION PLAN




 









 








3.1 Eligibility and Participation





     (a) Eligibility. All employees designated by a Participating Employer as eligible
employees and approved by the Board shall be entitled to participate in the Plan.




     (b) Participation. An eligible employee may elect to participate in the Plan with
respect to any Deferral Period by submitting a Participation Agreement to the Committee by
the last day of the taxable year immediately preceding the Deferral Period for which the
Deferral Commitment is made.




     (c) Part-Year Participation. If an employee first becomes eligible to participate
after the commencement of a Deferral Period, a Participation Agreement may be submitted to
the Committee within thirty (30) days following the date he becomes eligible to participate
in the Plan. The Participation Agreement shall be effective only with regard to Compensation
earned following such submission.



3.2 Deferral Commitment





     (a) Election by Participant. A Participant may make a Deferral Commitment of a certain
percentage, not to exceed fifty percent (50%), of Salary and/or a certain percentage, not to
exceed one hundred percent (100%), of any Bonus earned during a Deferral Period. An election
may also be stated as a specified dollar amount. Notwithstanding any provision to the
contrary contained in this Plan or in any Participation Agreement, no Deferral Commitment
shall operate to reduce any amount payable to the Company under any arrangement providing
for or which would permit such amounts to be withheld from Salary or Bonuses otherwise due
to a Participant provided, however, that such reduction or offset for amounts not
grandfathered shall not exceed $5,000, and shall be made at the same time and in the same
amount as the debt would have otherwise been due and collected from the Participant.




     (b) Minimum Deferral Election. The minimum Deferral Commitment with respect to Salary
or Bonus shall be two thousand four hundred dollars ($2,400) if the Participant elects a
stated dollar amount, or three percent (3%) if a percent of Salary and/or Bonus is elected,
per Deferral Period. These minimums apply separately to each of the Salary and Bonus
elections.




     (c) Termination of Deferral Commitment. Upon a Participant’s Separation from Service,
all Deferral Commitments for the current Deferral Period shall be null and void and no
further Compensation shall be credited to the Participant’s Account.



3.3 Modification of Deferral Commitment




     A Deferral Commitment shall be irrevocable except that a Participant’s Deferral Commitment may
be cancelled by the Committee, in its sole discretion, only in the event a Participant suffers a
Financial Hardship. The Participant shall not be eligible to make another Deferral Commitment until
the Deferral Period that commences at least twelve (12) months after the date the Deferral
Commitment is modified.



ARTICLE IV—DEFERRED COMPENSATION ACCOUNTS




PAGE 6 — ANIXTER INC. DEFERRED COMPENSATION PLAN




 









 








4.1 Accounts




     For record-keeping purposes only, the Participating Employer shall maintain an Account for
each Participant who makes a Deferral Commitment in any Deferral Period. Amounts credited in each
Deferral Period shall be maintained in separate accounts. The combined values of the separate
accounts for each Participant shall constitute an Account.



4.2 Matching Contribution




     If a Participant defers into the Qualified 401(k) Plan the maximum elective percentage that
the Participating Employer matches under Code Section 401(m) in each payroll period during a
Deferral Period and is employed by any Participating Employer on December 31 of such Deferral
Period, the Participating Employer shall credit a matching contribution as of the January 1
following such Deferral Period to the Participant’s Account equal to any matching contribution
which would have been credited to the Participant’s Qualified 401(k) Plan but for the Participant’s
participation in this Plan.



4.3 Determination of Accounts




     Each Account shall be adjusted as of each Determination Date and shall consist of:




     (a) The balance of the Account as of the immediately preceding Determination Date;




     (b) Any Compensation credited to the Account since the immediately preceding
Determination Date. Compensation shall be credited to the Account as of the date it would
otherwise have been paid but for the Deferral Commitment;




     (c) Any Performance-Based Enhancement not previously credited;




     (d) Earnings creditable since the immediately preceding Determination Date;




     (e) Matching Contributions not previously credited;




     (f) Less any distributions from the Account since the immediately preceding
Determination Date.



4.4 Vesting of Accounts




     Each Participant shall be one hundred percent (100%) vested at all times in all amounts
credited to the Participant’s Account and all Earnings thereon.



4.5 Tax Withholding




     Any withholding of taxes or other amounts with respect to deferred Compensation that is
required by state, federal, or local law shall be withheld from the Participant’s corresponding
nondeferred Compensation to the maximum extent possible and any remaining amount required to be
withheld shall reduce the amount credited to the Participant’s Account.



4.6 Statement of Account




PAGE 7 — ANIXTER INC. DEFERRED COMPENSATION PLAN




 









 








     A statement shall be issued on a quarterly basis by the Participating Employer to each
Participant setting forth the Participant’s Account balance under the Plan as of the immediately
preceding Determination Date.



ARTICLE V—PLAN BENEFITS




5.1 Payments to Key Employees





     (a) Accounts Affected. This paragraph 5.1 shall only apply to Account balances accrued
or vested after December 31, 2004, including Earnings thereon after that date.




     (b) Six-Month Delay. Notwithstanding anything herein to the contrary, if, on a
Participant’s date of Separation from Service not due to death or Disability, such
Participant is a Key Employee, no benefit shall be paid from this Plan sooner than the first
day of the month that is at least six (6) months after the Participant’s date of Separation
from Service.




     (c) Installment Payments. If a Key Employee’s benefits are to be paid in a series of
monthly installments, the benefit shall be determined as if payments commenced as originally
provided under the Plan and the first payment to the Participant shall include an amount
equal to the sum of the periodic payments which would have been paid to such Participant but
for the six (6) month delay required by Code Section 409A(a)(2)(B)(i).



5.2 Retirement Benefit





     (a) Benefit Amount. Upon Retirement, the Participating Employer shall pay to the
Participant a benefit equal to the balance in the Participant’s Account as of the Valuation
Date. After the Valuation Date, Earnings shall continue to accrue on the Participant’s
Account at the Earnings Rate until all payments have been made under this Section 5.2.




     (b) Commencement. The Settlement Date shall be no more than sixty-five (65) days after
the Valuation Date, or in the case of a Participant subject to Section 5.1, no more than
sixty-five (65) days after the first (1st) day of the seventh (7th)
month following Separation from Service.




     (c) Form of Payment. Subject to subsection (f) herein and Section 5.6, the Retirement
benefit attributable to a Deferral Commitment shall be paid in one (1) of the following
forms as elected by the Participant:




     (i) A lump-sum payment;




     (ii) With respect to Account balances accrued and vested as of December 31, 2004,
including Earnings thereon after such date, in monthly installments not to exceed one
hundred twenty (120), and with respect to Account balances accrued or vested after
December 31, 2004, including Earnings thereon after that date, in monthly installments
not to exceed one hundred eighty (180); or




     (iii) A combination of (i) and (ii) above.



          If no election is made by the Participant, the benefit shall be paid in a lump sum.




PAGE 8 — ANIXTER INC. DEFERRED COMPENSATION PLAN




 









 









     (d) Change in Form of Payment. Notwithstanding (c) above, a Participant may elect to
change the form of payment for any one (1) or more Deferral Periods by filing a new election
form with the Committee. The new election shall supersede the prior form of payment
designation provided:




     (i) With respect to Account balances accrued and vested as of December 31, 2004,
including Earnings thereon after such date, it is filed with the Committee at least two
(2) calendar years prior to the year of Retirement; and




     (ii) With respect to Account balances accrued or vested after December 31, 2004,
including Earnings thereon after that date, it is filed with the Committee at least
twelve (12) months prior to the date any amounts are to be distributed, the time or
schedule of any payment is not accelerated except in accordance with Code Section
409A(a)(3), and the payment of such balances does not occur or commence until a date
that is at least five (5) years later than the date the payment(s) would otherwise have
been made or begun. If a Participant elects to change the form of Retirement payment
for any one (1) or more Deferral Periods, any distribution due as a result of
Separation from Service for any reason other than Disability or death shall not
commence until a date that is at least five (5) years later than the date the
payment(s) would otherwise have been made or begun for the applicable Account balances
affected by such change.




     (e) Installments. If payments are made in monthly installments, the amount of the
installments shall be redetermined each January 1 based upon the remaining Account balance,
the remaining number of installments and the Earnings Rate.




     The entitlement to a series of installment payments shall be deemed an entitlement to a
single payment.




     (f) Small Accounts. Solely with respect to Account balances accrued and vested as of
December 31, 2004, including Earnings thereon after such date, on the Valuation Date, if the
Participant’s Account balance is less than the Participant’s Salary rate in effect at the
Participant’s Retirement, the benefit may, at the Participating Employer’s option, be paid
in a lump sum as soon as administratively feasible but not more than ninety (90) days after
the date of Retirement.



5.3 Disability Benefit





     (a) Benefit Amount. If a Participant is determined to be Disabled, the Participating
Employer shall pay to the Participant a benefit equal to the balance in the Participant’s
Account as of the Valuation Date. After the Valuation Date, Earnings shall continue to
accrue on the Participant’s Account until all payments have been made under this Section
5.3, but shall be determined based on the Earnings Rate without the one hundred forty
percent (140%) multiplier, except that a Participant who is employed for at least one-half
of the month in which Disability occurs shall receive the one hundred forty percent (140%)
multiplier on the Earnings Rate to the end of such month.




     (b) Commencement of Benefits:



PAGE 9 — ANIXTER INC. DEFERRED COMPENSATION PLAN




 









 









     (i) The Settlement Date shall be no more than sixty-five (65) days after the
Valuation Date unless the Participant has elected a later Settlement Date pursuant to
subparagraph (ii) herein.




     (ii) Notwithstanding subparagraph (i) above, a Participant may elect to defer
receipt of his benefits under this Section 5.3 by specifying an alternate Settlement
Date in an election form filed with the Committee.




     (iii) In no event shall the Settlement Date be later than the last to occur of:




     (A) Attainment of age fifty-five (55); or




     (B) Within sixty-five (65) days of the Participant’s Disability.




     (c) Form of Payment. A Participant may elect to have his Account balance paid in any
manner described in Section 5.2(c) of the Plan. If the Participant does not make an
election, the benefit shall be paid in a single lump sum. A Participant may elect to receive
Account balances accrued or vested after December 31, 2004, including Earnings thereon after
that date, in a manner that is different from his election with respect to Account balances
that were accrued and vested as of December 31, 2004, including Earnings thereon after such
date.




     (d) Change in Form and Time of Payment. Notwithstanding (c) above, a Participant may
elect to change the form and time of payment by filing a new election form with the
Committee. The new election shall supersede the Participant’s prior elections, provided:




     (i) With respect to Account balances accrued and vested as of December 31, 2004,
including Earnings thereon after such date, it is filed with the Committee at least two
(2) calendar years prior to the year any amounts are to be distributed, and




     (ii) With respect to Account balances accrued or vested after December 31, 2004,
including Earnings thereon after that date, it is filed with the Committee at least
twelve (12) months prior to the date any amounts are to be distributed and the time or
schedule of any payment is not accelerated except in accordance with Code Section
409A(a)(3).




     (e) Installments. If payments are made in monthly installments, the amount of the
installments shall be redetermined each January 1 based upon the remaining Account balance,
the remaining number of installments and the Earnings Rate, without the one hundred forty
percent (140%) multiplier.




     The entitlement to a series of installment payments shall be deemed an entitlement to a
single payment.



5.4 Separation from Service Prior to Retirement Benefit





     (a) Benefit Amount. If a Participant has a Separation from Service (voluntarily or
involuntarily) for any reason other than Retirement, Disability or death, the Participating
Employer shall pay to the Participant a benefit equal to the balance in the Participant’s
Account as of the Valuation Date pursuant to this Section 5.4. After the Valuation Date,
Earnings shall continue to accrue on the Participant’s Account until all payments have been
made under this Section 5.4,



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based on the Earnings Rate without the one hundred forty
percent (140%) multiplier, except that a Participant who is employed for at least one-half
of the month in which Separation from Service occurs shall receive the one hundred forty
percent (140%) multiplier on the Earnings Rate to the end of such month.




     (b) Commencement.




     (i) Solely with respect to Account balances accrued and vested as of December 31,
2004, including Earnings thereon after such date, unless the Participant elects a later
date by filing a new election form with the Committee, the Settlement Date shall be the
first day in January of the calendar year two (2) years following the year of
Separation from Service. However, no benefit shall be paid with respect to a Deferral
Period until the fifth anniversary of the commencement of the year in which the
Deferral Period amount is credited to such Participant’s Account. Such election form
shall be filed with the Committee at least two (2) calendar years prior to the year any
amounts are to be distributed.




     (ii) With respect to Account balances accrued or vested after December 31, 2004,
including Earnings thereon after that date, the Settlement Date shall be the first day
in January of the calendar year two (2) years following the year of Separation from
Service. However, no benefit shall be paid with respect to a Deferral Period until the
fifth anniversary of the commencement of the year in which the Deferral Period amount
is credited to such Participant’s Account. If a Participant elects to change the form
of Retirement payment for any one (1) or more Deferral Periods, any distribution due as
a result of Separation from Service for any reason other than Disability or death shall
not commence until a date that is at least five (5) years later than the date the
payment(s) would otherwise have been made or begun for the applicable Account balances
affected by such change.




     (c) Form of Payment. The benefit payable under this Section 5.4 shall be paid in a
lump sum.




     (d) Change in Time of Payment




     (i) Solely with respect to Account balances accrued and vested as of December 31,
2004, including Earnings thereon after such date, a Participant may elect to defer
receipt of his benefits for any one (1) or more Deferral Periods under this Section 5.4
by specifying an alternate Settlement Date on a new election form filed with the
Committee. A Participant may further elect to change the alternate Settlement Date, and
such election shall supersede the Participant’s most recent prior election provided it
is filed with the Committee at least two (2) calendar years prior to the year any
amounts are to be distributed. The Settlement Date shall not be later than the first
day of the month following the Participant’s attainment of age fifty-five (55), unless
the requirements of subsection (b) above have not been met as of this date.



5.5 Death Benefit





     (a) Solely with respect to Account balances accrued and vested as of December 31, 2004,
including Earnings thereon after such date, the following provisions shall apply:



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     (i) Preretirement. If a Participant has a Separation from Service due to death,
or if a Participant dies following the Participant’s Separation from Service but prior
to receiving all of the amounts payable under this Plan, the Participating Employer
shall pay to the Beneficiary a benefit equal to the balance in the Participant’s
Account as of the Valuation Date. After the Valuation Date, Earnings shall continue to
accrue at the Earnings Rate in effect at the date of Separation from Service to the
Settlement Date. The benefit shall be paid in a single lump sum within sixty-five (65)
days after the Valuation Date.




     (ii) Postretirement. If a Participant dies following his Retirement, but prior to
receiving all amounts payable under this Plan, the Participating Employer shall
continue to pay benefits to the Beneficiary in the form previously elected by the
Participant for Retirement benefits. Earnings shall continue to accrue at the Earnings
Rate in effect at the date of Separation from Service until all payments have been made
under this Section 5.5. If payments are made in monthly installments, the amount of the
installments shall be redetermined each January 1 based upon the remaining Account
balance, the remaining number of installments and the Earnings Rate.




     (b) Solely with respect to Account balances accrued or vested after December 31, 2004,
including Earnings thereon after that date, the following provisions shall apply:




     (i) Death prior to age 55. If a Participant dies prior to attaining age
fifty-five (55), the Participating Employer shall pay to the Beneficiary the
Participant’s Account balance in a lump sum within sixty-five (65) days after the
Valuation Date. Earnings shall continue to accrue at the Earnings Rate in effect at
the date of Separation from Service to the Settlement Date.




     (ii) Death on or after age 55. If a Participant dies on or after attaining age
fifty-five (55), the Participating Employer shall pay to the Beneficiary the
Participant’s Account balance in the form previously elected by the Participant for
payments upon Retirement. Earnings shall continue to accrue at the Earnings Rate in
effect at the date of Separation from service until all payments have been made under
this Section 5.5. If payments are made in monthly installments, the amount of the
installments shall be redetermined each January 1 based upon the remaining Account
balance, the remaining number of installments and the Earnings Rate.



5.6 Accounts of $5,000 or Less





     (a) Notwithstanding anything herein to the contrary and provided the Participant is not
a Key Employee, if the lump-sum amount of the Account balance on the Valuation Date is five
thousand dollars ($5,000) or less, the Committee shall direct that payment of any benefit be
made as soon as is administratively feasible but not more than ninety (90) days after the
date of Retirement, Separation from Service, death or Disability; and in the form of a
lump-sum payment to the Participant. If the Participant is a Key Employee, payment of the
benefit shall be made as soon as allowable under Code Section 409A(a)(2)(B)(i).




     (b) Any payment under this Section 5.6 of Account balances accrued or vested after
December 31, 2004, including Earnings thereon after that date, must result in the
termination and liquidation of the entirety of the Participant’s interest under the Plan,
including all agreements, methods, programs, or other arrangements with respect to which
deferrals of compensation are



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treated as having been deferred under a single nonqualified
deferred compensation plan under Code Section 409A.



5.7 Withholding on Benefit Payments




     The Participating Employer shall withhold from payments made hereunder any taxes required to
be withheld from such payments under federal, state or local law.



5.8 Payment to Guardian




     If a Plan benefit is payable to a minor or a person declared incompetent or to a person
incapable of handling the disposition of property, the Committee may direct payment of such Plan
benefit to the guardian, legal representative or person having the care and custody of such minor,
incompetent or person. The Committee may require proof of incompetency, minority, incapacity or
guardianship as it may deem appropriate prior to distribution of the Plan benefit. Such
distribution shall completely discharge the Committee and the Participating Employer from all
liability with respect to such
benefit.



ARTICLE VI—OTHER DISTRIBUTIONS




6.1 Early Withdrawals




     A Participant may elect to have all or a portion of his Account distributed before Retirement,
Separation from Service, death or Disability as follows:




     (a) Early Withdrawal Election. A Participant may elect in a Participation Agreement to
withdraw all or any portion of the amount deferred with respect to a Deferral Period plus
Earnings thereon as of a date specified in the election. Such date shall not be sooner than
the fifth anniversary of the commencement of the year in which the Deferral Period amount is
credited to such Participant’s Account and shall be the first day of the month.




     (b) Form of Payment. Early withdrawals shall be paid in a lump sum and shall be
charged to the Participant’s Account as a distribution.




     (c) Change to Early Withdrawal Election. A Participant who has made an Early
Withdrawal Election pursuant to (a) above, may file a new election form with the Committee,
specifying a new date on which to receive such Early Withdrawal, or to cancel an existing
Early Withdrawal Election. In addition, solely with respect to Account balances accrued and
vested as of December 31, 2004, including Earnings thereon after such date, a Participant
who did not make an Early Withdrawal Election on a Participation Agreement may subsequently
make such an election subject to the requirements herein.




     Any election made pursuant to this paragraph (c) shall supersede any prior election
provided:




     (i) With respect to Account balances accrued and vested as of December 31, 2004,
including Earnings thereon after such date, it is filed with the Committee at least two
(2) calendar years prior to the year any amounts are to be distributed; and



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     (ii) With respect to Account balances accrued or vested after December 31, 2004,
including Earnings thereon after that date, it is filed with the Committee at least
twelve (12) months prior to the date any amount is currently scheduled to be
distributed and the new specified date of withdrawal is at least five (5) years later
than the date the amount would have been distributed absent the new election.




     (d) If a Participant has a Separation from Service, dies or becomes Disabled prior to
the designated Early Withdrawal date, the Participating Employer shall disregard such Early
Withdrawal date and pay the Participant or the Beneficiary the benefit due pursuant to
Article V.



6.2 Financial Hardship Distributions




     Notwithstanding any other provision of the Plan, payment from the Participant’s Account may be
made to the Participant or the Beneficiary, in the sole discretion of the Committee, by reason of
Financial Hardship. Such payment shall not exceed the amount necessary to satisfy such emergency
plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution after
taking into account the extent to which such hardship is or may be relieved through reimbursement
or compensation by insurance or otherwise or by liquidation of the Participant’s or Beneficiary’s
assets, to the extent such liquidation would not itself cause severe financial hardship. If such a
distribution is made, the Participant’s Deferral Commitment for the Deferral Period in which the
distribution is made shall be void and such Participant shall not be eligible to make another
Deferral Commitment until the Deferral Period that commences at least twelve (12) months after such
distribution. The Settlement Date shall be no later than sixty-five (65) days after the date the
Financial Hardship is approved. Earnings on the amount to be distributed shall continue to accrue
at the Earnings Rate in effect at the time such Financial Hardship is claimed to the Settlement
Date.



6.3 Accelerated Distribution




     Solely with respect to Account balances accrued and vested as of December 31, 2004, including
Earnings thereon after such date, and notwithstanding any other provision of the Plan, a
Participant may request an accelerated distribution as follows:




     (a) A Participant, at any time, shall be entitled to receive, upon written request to
the Committee, a lump-sum distribution equal to ninety percent (90%) of the Account balance
as of the Determination Date immediately preceding the date on which the Committee receives
notice pursuant to Section 11.10. The remaining balance of ten percent (10%) shall be
forfeited by the Participant. A Participant who receives a distribution under this section
shall not be eligible to make another Deferral Commitment until the Deferral Period that
commences at least twelve (12) months after such distribution. The current Deferral
Commitment, if any, is irrevocable.




     (b) The amount payable under this section shall be paid in a lump sum within sixty-five
(65) days following the Committee’s receipt of notice by the Participant. Following the
death of a Participant, the Beneficiary may, at any time, request an accelerated
distribution under this section.



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ARTICLE VII—BENEFICIARY DESIGNATION




7.1 Beneficiary Designation




     Each Participant shall have the right, at any time, to designate a Beneficiary (both primary
as well as contingent) to whom benefits under this Plan shall be paid in the event of a
Participant’s death prior to complete distribution to the Participant of the benefits due under the
Plan. Each Beneficiary designation shall be in a written form prescribed by the Committee and will
be effective only when filed with the Committee during the Participant’s lifetime.



7.2 Changing Beneficiary




     Any Beneficiary designation may be changed by a Participant without the consent of the
previously named Beneficiary, by the filing of a new designation with the Committee. The filing of
a new Beneficiary designation shall cancel all designations previously filed.



7.3 No Beneficiary Designation




     If any Participant fails to designate a Beneficiary in the manner provided above, if the
designation is void, or if the Beneficiary designated by a deceased Participant dies before the
Participant or before complete distribution of the Participant’s benefits, the Participant’s
Beneficiary shall be the Person in the first of the following classes in which there is a survivor:




     (a) The Participant’s surviving spouse;




     (b) The Participant’s children in equal shares, except that if any of the children
predeceases the Participant but leave issue surviving, then such issue shall take by right
of representation the share the parent would have taken if living;




     (c) The Participant’s estate.



7.4 Effect of Payment




     Payment to the Beneficiary shall completely discharge the Participating Employer’s obligations
under this Plan.



ARTICLE VIII—ADMINISTRATION




8.1 Committee; Duties




     This Plan shall be administered by the Committee. The Committee shall have such powers and
duties as may be necessary to discharge its responsibilities. These powers shall include, but not
be limited to, interpreting the Plan provisions; determining amounts due to any Participant, the
rights of any Participant or Beneficiary under this Plan and the amounts credited to a
Participant’s Account and the Earnings thereon; enforcing the right to require any necessary
information from any Participant; and any other activities deemed necessary or helpful. Members of
the Committee may be Participants under the Plan.



PAGE 15 — ANIXTER INC. DEFERRED COMPENSATION PLAN




 









 








8.2 Agents




     The Committee may, from time to time, employ agents and delegate to them such administrative
duties as it sees fit, and may from time to time consult with counsel who may be counsel to the
Company.



8.3 Binding Effect of Decisions




     The decision or action of the Committee with respect to any question arising out of or in
connection with the administration, interpretation and application of the Plan and the rules and
regulations
promulgated hereunder shall be final, conclusive and binding upon all Persons having any interest
in the Plan.



8.4 Indemnity of Committee




     To the extent permitted by applicable law, the Participating Employer shall indemnify, hold
harmless and defend the members of the Committee against any and all claims, loss, damage, expense
or liability arising from any action or failure to act with respect to the Plan on account of such
member’s service on the Committee.



ARTICLE IX—CLAIMS PROCEDURE




9.1 Claim




     Any Person claiming a benefit (“Claimant”) under the Plan shall present the request in writing
to the Committee.



9.2 Initial Claim Review




     If the claim is wholly or partially denied, the Committee will, within a reasonable period of
time, and within ninety (90) days of the receipt of such claim, or if the claim is a claim on
account of Disability, within forty-five (45) days of the receipt of such claim, provide the
Claimant with written notice of the denial setting forth in a manner calculated to be understood by
the Claimant:




     (a) The specific reason or reasons for which the claim was denied;




     (b) Specific reference to pertinent Plan provisions, rules, procedures or protocols
upon which the Committee relied to deny the claim;




     (c) A description of any additional material or information that the Claimant may file
to perfect the claim and an explanation of why this material or information is necessary;




     (d) An explanation of the Plan’s claims review procedure and the time limits applicable
to such procedure and a statement of the Claimant’s right to bring a civil action under
Section 502(a) of ERISA following an adverse determination upon review; and




     (e) In the case of an adverse determination of a claim on account of Disability, the
information to the Claimant shall include, to the extent necessary, the information set
forth in Department of Labor Regulation Section 2560.503-1(g)(1)(v).



PAGE 16 — ANIXTER INC. DEFERRED COMPENSATION PLAN




 









 








     If special circumstances require the extension of the forty-five (45) day or ninety (90) day
period described above, the Claimant will be notified before the end of the initial period of the
circumstances requiring the extension and the date by which the Committee expects to reach a
decision. Any extension for deciding a claim will not be for more than an additional ninety (90)
day period, or if the claim is on account of Disability, for not more than two additional thirty
(30) day periods.



9.3 Review of Claim




     If a claim for benefits is denied, in whole or in part, the Claimant may request to have the
claim reviewed. The Claimant will have one hundred eighty (180) days in which to request a review
of a claim regarding Disability, and will have sixty (60) days in which to request a review of all
other claims. The request must be in writing and delivered to the Committee. If no such review is
requested, the initial decision of the Committee will be considered final and binding.



     The Committee’s decision on review shall be sent to the Claimant in writing and shall include
specific reasons for the decision, written in a manner calculated to be understood by the Claimant,
as well as specific references to the pertinent Plan provisions, rules, procedures or protocols
upon which the Committee relied to deny the appeal. The Committee shall consider all information
submitted by the Claimant, regardless of whether the information was part of the original claim.
The decision shall also include a statement of the Claimant’s right to bring an action under
Section 502(a) of ERISA.



     The Committee’s decision on review shall be made not later than sixty (60) days (forty-five
(45) days in the case of a claim on account of Disability) after its receipt of the request for
review, unless special circumstances require an extension of time for processing, in which case a
decision shall be rendered as soon as possible, but not later than one hundred and twenty (120)
days (ninety (90) days in the case of a claim on account of Disability) after receipt of the
request for review. This notice to the Claimant shall indicate the special circumstances requiring
the extension and the date by which the Committee expects to render a decision and will be provided
to the Claimant prior to the expiration of the initial forty-five (45) day or sixty (60) day
period.



     Notwithstanding the foregoing, in the case of a claim on account of Disability: (i) the review
of the denied claim shall be conducted by a named fiduciary who is neither the individual who made
the benefit determination nor a subordinate of such person; and (ii) no deference shall be given to
the initial benefit determination. For issues involving medical judgment, the named fiduciary must
consult with an independent health care professional who may not be the health care professional
who decided the initial claim.



     To the extent permitted by law, the decision of the claims official (if no review is properly
requested) or the decision of the review official on review, as the case may be, shall be final and
binding on all parties. No legal action for benefits under the Plan shall be brought unless and
until the Claimant has exhausted such Claimant’s remedies under this Article 9.



ARTICLE X—AMENDMENT AND TERMINATION OF THE PLAN




10.1 Amendment




PAGE 17 — ANIXTER INC. DEFERRED COMPENSATION PLAN





 









 








     The Board may, at any time, amend the Plan in whole or in part provided, however, that no
amendment shall be effective to decrease or restrict the amount credited to any Account maintained
under the Plan as of the date of amendment, nor shall any amendment be effective to decrease the
Earnings Rate at which amounts are credited to any Account balance existing as of the date of
amendment. Changes in the definition of “Earnings Rate” shall not become effective before the first
day of the calendar year which follows the adoption of the amendment and at least thirty (30) days
written notice of the amendment has been given to each Participant.



10.2 Participating Employer’s Right to Withdraw




     The board of directors of each Participating Employer may at any time withdraw from
participating in the Plan if, in its judgment, the tax, accounting, or other effects of continued
participation would not be in the best interests of the Participating Employer by instructing the
Committee not to accept any additional Deferral Commitments from its Participants. If such a
withdrawal occurs, the Plan shall continue to operate and be effective with regard to Deferral
Commitments entered into prior to the effective date of such withdrawal.



10.3 Plan Termination




     The Board may terminate the Plan and accelerate the time and form of a payment to Participants
and Beneficiaries provided the acceleration of the payment is made pursuant to a termination and
liquidation of the Plan in accordance with one of the following:




     (a) The termination and liquidation of the Plan within twelve (12) months of a
corporate dissolution taxed under Code Section 331 with the approval of a bankruptcy court
pursuant to 11 U.S.C. § 503(b)(1)(A), provided that the amounts deferred under the Plan are
included in the Participants’ gross incomes in the latest of the following years (or, if
earlier, the taxable year in which the amount is actually or constructively received):




     (i) The calendar year in which the Plan termination and liquidation occurs.




     (ii) The first calendar year in which the amount is no longer subject to a
substantial risk of forfeiture.




     (iii) The first calendar year in which the payment is administratively
practicable.




     (b) The termination and liquidation of the Plan pursuant to irrevocable action taken by
the Board within the thirty (30 days) preceding or the twelve (12) months following a change
in control event (as defined in Treas. Reg. Section 1.409A-3(i)(5)(i)), provided that this
paragraph will only apply to a payment under a Plan if all agreements, methods, programs,
and other arrangements sponsored by the Company or any Participating Employer immediately
after the time of the change in control event with respect to which deferrals of
compensation are treated as having been deferred under a single plan under Code Section 409A
are terminated and liquidated with respect to each Participant that experienced the change
in control event, so that under the terms of the termination and liquidation all such
Participants are required to receive all amounts of compensation deferred under the
terminated agreements, methods, programs, and other arrangements within twelve (12) months
of the date the Board or the board of a Participating



PAGE 18 — ANIXTER INC. DEFERRED COMPENSATION PLAN




 









 









Employer irrevocably takes all
necessary action to terminate and liquidate the agreements, methods, programs, and other
arrangements. Solely for purposes of this paragraph, the applicable Participating Employer
with the discretion to liquidate and terminate the agreements, methods, programs, and other
arrangements is the Participating Employer that is primarily liable immediately after the
transaction for the payment of the deferred compensation.




     (c) The termination and liquidation of the Plan, with respect to each Participating
Employer, provided that:




     (i) The termination and liquidation does not occur proximate to a downturn in the
financial health of the Participating Employer, as applicable;




     (ii) The Participating Employer and the Company, if applicable, terminates and
liquidates all agreements, methods, programs, and other arrangements sponsored by the
Participating Employer or Company that would be aggregated with any terminated and
liquidated agreements, methods, programs, and other arrangements under Code Section
409A if the same Participant had deferrals of compensation under all of the agreements,
methods, programs, and other arrangements that are terminated and liquidated;




     (iii) No payments in liquidation of the Plan are made within twelve (12) months of
the date the Participating Employer or Company take all necessary action to irrevocably
terminate and liquidate the Plan other than payments that would be payable under the
terms of the Plan if the action to terminate and liquidate the Plan had not occurred;




     (iv) All payments are made within twenty-four (24) months of the date the
Participating Employer or Company take all necessary action to irrevocably terminate
and liquidate the Plan; and




     (v) The Participating Employer or Company do not adopt a new plan that would be
aggregated with any terminated and liquidated plan under Code Section 409A if the same
Participant participated in both plans, at any time within three (3) years following
the date the Participating Employer or Company take all necessary action to irrevocably
terminate and liquidate the Plan.




     (d) Such other events and conditions as the Commissioner may prescribe in generally
applicable guidance published in the Internal Revenue Bulletin.




     (e) Delayed Distribution. If the termination of the Plan does not meet one of the
requirements described in subparagraphs (a), (b), (c), or (d) above, distributions after the
termination of the Plan shall occur at the same time and in the same manner as if the Plan
had not been terminated.




     (f) Participants shall continue to accrue Earnings on their Account to the Settlement
Date as if the Plan had not been terminated.



ARTICLE XI—MISCELLANEOUS




11.1 Unfunded Plan




PAGE 19 — ANIXTER INC. DEFERRED COMPENSATION PLAN




 









 








     This Plan is intended to be an unfunded plan maintained primarily to provide deferred
compensation benefits for a select group of “management or highly-compensated employees” within the
meaning of Sections 201, 301, and 401 of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), and therefore to be exempt from the provisions of Parts 2, 3 and 4 of Title I of
ERISA. Accordingly, the Board may terminate the Plan and no further benefits shall accrue
hereunder, or the Board may remove certain employees as Participants, if it is determined by the
United States Department of Labor, a court of competent jurisdiction or an opinion of counsel that
the Plan constitutes an employee pension benefit plan within the meaning of Section 3(2) of ERISA
(as currently in effect or hereafter amended) which is not so exempt. If the Plan is terminated
under this Section 11.1, all ongoing Deferral Commitments shall terminate, no additional Deferral
Commitments will be accepted by the Committee, and the amount of each Participant’s Account balance shall be distributed to such Participant at
such time and in such manner as the Committee, in its sole discretion, determines, subject to
Section 10.3(d).



11.2 Unsecured General Creditor




     Participants and their Beneficiaries, heirs, successors and assigns shall have no secured
legal or equitable rights, interest or claims in any property or assets of a Participating
Employer, nor shall they be Beneficiaries of, or have any rights, claims or interests in any life
insurance policies, annuity contracts or the proceeds therefrom owned or which may be acquired by a
Participating Employer. Except as may be provided in Section 11.3, such policies, annuity contracts
or other assets of a Participating Employer shall not be held under any trust for the benefit of
the Participants, their Beneficiaries, heirs, successors or assigns, or held in any way as
collateral security for the fulfilling of the obligations of a Participating Employer under this
Plan. Any and all of a Participating Employer’s assets and policies shall be and remain
unrestricted by this Plan. A Participating Employer’s obligation under the Plan shall be that of an
unfunded and unsecured promise to pay money in the future.



11.3 Trust Fund




     Each Participating Employer shall be responsible for the payment of all benefits provided
under the Plan to Participants in its employ. At its discretion, the Participating Employer may
establish one (1) or more trusts, with such trustees as the Participating Employer may approve, for
the purpose of providing for the payment of such benefits. Although such trust or trusts may be
irrevocable, the assets thereof shall be subject to the claims of all the Participating Employer’s
creditors in the event of insolvency. To the extent any benefits provided under the Plan are paid
from any such trust, the Participating Employer shall have no further obligation to pay such
benefits. If not paid from a trust, any benefits provided under the Plan shall remain the
obligation of, and shall be paid by, the Participating Employer.



11.4 Nonassignability




     Neither a Participant nor any other Person shall have the right to commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in
advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are,
and all rights to which are, hereby expressly declared to be unassignable and nontransferable. No
part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration
for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or
any other Person, nor be transferable by operation of law in the event of a Participant’s or any
other Person’s bankruptcy or insolvency.



11.5 Compliance with Internal Revenue Code Section 409A




PAGE 20 — ANIXTER INC. DEFERRED COMPENSATION PLAN





 









 








     All provisions in this document shall be interpreted, to the extent possible, to be compliant
with Code Section 409A. However, in the event any provision of this Plan is determined to not be in
compliance with Code Section 409A and any regulations or other guidance promulgated thereunder,
such provision shall be null and void to the extent of such noncompliance.



11.6 Not a Contract of Employment




     The terms and conditions of this Plan shall not constitute a contract of employment between
the Participating Employer and the Participant, and the Participant (or the Participant’s
Beneficiary) shall have no rights against the Participating Employer except as may otherwise be
specifically provided herein. Nothing in this Plan shall be deemed to give a Participant the right
to be retained in the service of
a Participating Employer or to interfere with the absolute and unrestricted right of a
Participating Employer to discipline or discharge a Participant at any time.



11.7 Protective Provisions




     A Participant will cooperate with the Participating Employer by furnishing any and all
information requested by the Participating Employer in order to facilitate the payment of benefits
hereunder, by taking such physical examinations as the Participating Employer may deem necessary
and by taking such other actions as may be requested by such Participating Employer.



11.8 Governing Law




     The provisions of this Plan shall be construed and interpreted according to the laws of the
State of Illinois, without reference to its conflicts of laws provisions, except as preempted by
federal law.



11.9 Validity




     If any provision of this Plan shall be held illegal or invalid for any reason, said illegality
or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal and invalid provisions had never been inserted herein.



11.10 Notice




     Any notice or filing required or permitted under the Plan shall be sufficient if in writing
and hand delivered, or sent by registered or certified mail, to any member of the Committee. Such
notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the
date shown on the postmark on the receipt for registration or certification. Mailed notice to the
Committee shall be directed to the Company’s corporate headquarters address. Mailed notice to a
Participant or Beneficiary shall be directed to the individual’s last known address in the
Participating Employer’s records.



PAGE 21 — ANIXTER INC. DEFERRED COMPENSATION PLAN




 









 








11.11 Successors




     The provisions of this Plan shall bind and inure to the benefit of each Participating Employer
and its successors and assigns. The term successors as used herein shall include any corporate or
other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire
all or substantially all of the business and assets of a Participating Employer, and successors of
any such corporation or other business entity.



	 	 	 	 	 
	 	 	ANIXTER INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Bradd Easton 
	 

	 	 	 	 
	 

	 	 	 	Its
	 

	 	Title: 	 	Asst.
Secretary and Associate General Counsel
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Dated:	 	December 23,
2008
	 

	 	 	 	 






PAGE 22 — ANIXTER INC. DEFERRED COMPENSATION PLAN





 









 







APPENDIX A—CALCULATION OF EARNINGS AND PERFORMANCE-BASED ENHANCEMENT




	 	 	 	 	 
	ADB Factor*

	 	=
	 	[Days in Month – Day of Month + 1]
	 

	 	 	 	               Days in Month
	 
	 	 	 	 
	 

	 	 	 	(Round to 10 Decimal Places)
	 
	 	 	 	 
	Earnings Factor

	 	=
	 	Earnings Rate ÷ 12
	 
	 	 	 	 
	 

	 	 	 	(Round to 10 Decimal Places)
	 
	 	 	 	 
	Earnings

	 	=
	 	Earnings Factor x
	 
	 	 	 	 
	 

	 	 	 	[Account Balance at Beginning of Month
+ Transaction 1 x ADB Factor 1 (Rounded
to 2 Decimal Places)
	 
	 	 	 	 
	 

	 	 	 	+ Transaction 2 x ADB Factor 2 (Rounded
to 2 Decimal Places)
	 
	 	 	 	 
	 

	 	 	 	+ Transaction 3 x ADB Factor 3 (Rounded
to 2 Decimal Places)]
	 
	 	 	 	 
	 

	 	 	 	(Round to 2 Decimal Places)
	 
	 	 	 	 
	Account Balance at End
of Month

	 	=
	 	Account Balance at Beginning of Month +
Deferrals During Month + Earnings –
Distributions






	 	 	 
	Performance-Based Enhancement
–Credited at End of Each Quarter

	 	(Account Balance at Beginning of
Quarter + Deferrals – Distributions)
x Performance Basis Points


÷ 100) ÷ 100








 




			
	
NOTE
	 
	*  Separate ADB Factor for each transaction. The term “transaction” includes Participant and
Employer deferrals, benefit payments, withdrawals, and any other type
of distribution.






EXHIBIT A.1




 









 





APPENDIX A—CALCULATION OF EARNINGS USING

AVERAGE DAILY BALANCE




EXAMPLE




ASSUMPTIONS




	 	 	 	 	 
	March 31 Account Balance
	 	$	10,000	 
	April 14 Deferral
	 	$	1,000	 
	April Earnings Rate
	 	 	8	%





Step 1. Calculate the monthly Earnings factor: Earnings Rate  ̧ 12




.08  ̧ 12 = .0066666667



Step 2. Calculate Earnings during April





	 	A.	 	Calculate the average daily balance (ADB) for the Deferral


[Deferral x (Days in the month – Deferral date + 1)]


                       
             Days in the month





	 	 	 	 	 	 	 
	 

	 		$1,000 x (30 – 14 + 1) = $566.67	 	 	 
	 

	 	 	30	 	 	 







	 	B.	 	Calculate the total ADB (beginning balance plus the ADB for each Deferral).





$10,000 + $566.67 = $10,566.67
	 
	 	 	 	 
	 	C.	 	Calculate the Earnings for the month (Total ADB x Earnings
factor).




$10,566.67 x 0.0066666667 = $70.44




Step 3. Calculate the Account balance as of April 30 (prior balance + Deferrals + Earnings)




$10,000 + $1000 + $70.44 = $11,070.44




EXHIBIT A.2