EXHIBIT 10.14
 

            AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT


         This AMENDED AND RESTATED  EXECUTIVE  EMPLOYMENT  AGREEMENT  (this
"Agreement")  is made as of  November  30,  1998 by and  between  Donald C.
Welchko  ("Executive")  and  ANICOM,  INC.,  a  Delaware  corporation  (the
"Company").


                            PRELIMINARY RECITALS


         WHEREAS,  the  Company is engaged in the  business  of selling and
distributing  communication  related wire, cable, fiber optics and computer
network and connectivity products (the "Business").

         WHEREAS,  Executive  is  currently  employed by the Company as the
Vice President and Chief Financial Officer of the Company, pursuant to that
certain  Executive  Employment  Agreement,  dated  October 1, 1996,  by and
between the Company and Executive (the "Current Employment Agreement").

         WHEREAS,   Executive   has   extensive   knowledge  and  a  unique
understanding of the operation of the Business.

         WHEREAS,  the Company and Executive desire to continue Executive's
employment relationship with the Company in his present position, all under
the terms and conditions set forth herein.

         WHEREAS,  the  parties  hereto  desire  to amend and  restate  the
Current Employment Agreement in the form of this Agreement.

         NOW,  THEREFORE,  in consideration of the mutual covenants in this
Agreement  and other  good and  valuable  consideration,  the  receipt  and
sufficiency of which are  acknowledged,  the Company and Executive agree as
follows:

         1. Employment of Executive.  The Company hereby employs  Executive
as the Company's Vice President and Chief Financial Officer,  and Executive
hereby  accepts such  employment  and agrees to act as Vice  President  and
Chief  Financial  Officer of the Company,  all in accordance with the terms
and conditions of this Agreement.

         2. Term of Employment.  Subject to the termination  provisions set
forth in Section 8 below, Executive's employment under this Agreement shall
commence on the date of this  Agreement  and shall  continue for an initial
period of three (3) years (the "Initial  Employment  Period").  The Company
and  Executive  may agree by mutual  consent to extend this  Agreement  for
subsequent  periods (the Initial  Employment Period and any subsequent term
thereof shall hereinafter be referred to as the "Employment  Period").  If,
at least ninety (90) days before the expiration of any  Employment  Period,
the Company gives Executive a written offer to extend the



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Employment  Period  for a  subsequent  term of at  least  three  (3)  years
following  the end of such  Employment  Period on  economic  terms not less
favorable to Executive  as those set forth  herein and  Executive  does not
accept such offer in writing within thirty (30) days after delivery of such
offer,  then the  expiration  of such  Employment  Period shall  constitute
termination   without  Good  Reason  by  Executive  for  purposes  of  this
Agreement.  If, at least  ninety  (90) days  before the  expiration  of any
Employment  Period,  the Company does not give Executive a written offer to
extend the  Employment  Period for a subsequent  term of at least three (3)
years  following the end of such  Employment  Period on economic  terms not
less favorable to Executive as those set forth herein,  then the expiration
of such  Employment  Period  shall  constitute  termination  by the Company
without Cause for purposes of this Agreement.

         3. Offices and Duties. Subject to Section 8, during the Employment
Period,  Executive  will  perform  the duties of Vice  President  and Chief
Financial  Officer of the Company as described in the Company's  Bylaws and
such other duties as the Board of Directors  of the Company  ("Board")  may
prescribe from time to time,  consistent with Executive's title.  Executive
agrees that during the Employment Period, he will devote  substantially all
of his  business  time and  attention  to  fulfill  his  duties  under this
Agreement.

         4. Board  Representation.  As of the date  hereof,  Executive is a
member  of Class II of the  Board,  the term of which  runs  until the 2000
annual meeting of stockholders.  During the Employment  Period, the Company
shall use its reasonable  efforts to recommend  Executive for nomination by
the Board for election at the 2000 annual meeting of stockholders  and each
subsequent  annual meeting of stockholders  during the Employment Period at
which his term on the Board would otherwise expire.

         5.       Compensation.

                  5.1  Base  Salary.  During  the  Employment  Period,  the
         Company will pay Executive a base salary at a rate of $230,000 per
         annum  (the  "Base  Salary"),   payable  in  accordance  with  the
         Company's  normal payroll  practices for executive  officers.  The
         Compensation  Committee  of the Board  ("Compensation  Committee")
         shall perform an annual review of Executive's Base Salary based on
         Executive's  performance  of his duties and the  Company's  normal
         practice for executive  salary review;  provided that, in no event
         shall Executive's Base Salary for any year be less than $230,000.

                  5.2  Bonus  Payments.  Executive  shall  be  eligible  to
         receive an annual  bonus  ("Bonus  Payments"),  in an amount to be
         determined by the Compensation  Committee, in its sole discretion,
         based  upon  Executive's  and the  Company's  performance  and the
         achievement of goals and objectives  approved by the  Compensation
         Committee. During the first quarter of 1999 and prior to each year
         thereafter,  the Compensation  Committee shall establish a minimum
         Bonus Payment for such year,  and, if the  Compensation  Committee
         determines,  in its  sole  discretion,  that a  Bonus  Payment  is
         warranted at the end of a particular year, Executive shall receive
         at least the minimum Bonus Payment for such year.


 
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                  5.3 Stock Options. Executive shall be eligible to receive
         an annual grant of options to purchase the Company's common stock,
         in an amount to be determined by the  Compensation  Committee,  in
         its sole  discretion,  based upon  Executive's  and the  Company's
         performance and the  achievement of goals and objectives  approved
         by such members of the  Compensation  Committee.  During the first
         quarter   of  1999  and  prior  to  each  year   thereafter,   the
         Compensation  Committee shall establish a minimum option grant for
         such year, and, if the Compensation  Committee determines,  in its
         sole discretion,  that option grants are warranted at the end of a
         particular year,  Executive shall receive a grant of stock options
         to  purchase at least a number of shares of the  Company's  common
         stock having a value equal to the minimum  option  grants for such
         year.

                  5.4 Automobile  Allowance.  During the Employment Period,
         the Company  shall  provide  Executive  with a monthly  automobile
         allowance of $1,180 (the "Automobile Allowance").

                  5.5 Transaction Bonus.  Within fifteen (15) business days
         following the effective  date of a Change in Control,  the Company
         (or  its  successor  or  assigns)   shall  pay  to  Executive  the
         Transaction Bonus Amount.

                  5.6 Benefits.  Executive  will be entitled to participate
         in group life and  medical  insurance  plans,  profit-sharing  and
         similar  plans,   and  other  "fringe   benefits"   (collectively,
         "Benefits"),  comparable to those made available by the Company to
         its other senior executive employees, in accordance with the terms
         of such plans.

                  5.7 Withholding.  All  compensation  payable to Executive
         under this Agreement is stated in gross amount and will be subject
         to  all  applicable   withholding   taxes,  other  normal  payroll
         deductions, and any other amounts required by law to be withheld.

                  5.8  Expenses.   The  Company,  in  accordance  with  its
         policies and past practices,  will pay or reimburse  Executive for
         all  expenses   (including  travel  and  entertainment   expenses)
         reasonably  incurred by Executive during the Employment  Period in
         connection with the  performance of Executive's  duties under this
         Agreement,  provided that Executive, if so requested by the Board,
         must provide to the Company  documentation or evidence of expenses
         for which Executive seeks reimbursement.




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         6.       Covenant Not to Compete.

                  6.1  Executive's  Acknowledgment.  Executive  agrees  and
acknowledges  that in order to assure the  Company  that it will retain its
value and that of the Business as a going  concern,  it is  necessary  that
Executive  undertake  not to utilize his special  knowledge of the Business
and his  relationships  with  customers  and  suppliers to compete with the
Company.
Executive further acknowledges that:

                  (a)      the Company is currently engaged in the Business;

                  (b)  Executive  has  occupied  a  position  of trust  and
         confidence  with the Company  prior to the date of this  Agreement
         and  will  continue  to  acquire  an  intimate  knowledge  of  all
         proprietary and confidential information concerning the Business;

                  (c)  the  agreements  and  covenants  contained  in  this
         Section 6 are essential to protect the Company and the goodwill of
         the Business;

                  (d) the Company would be irreparably damaged if Executive
         were to provide  services to any person or entity in  violation of
         the provisions of this Agreement;

                  (e) the scope and duration of the  Restrictive  Covenants
         are reasonably  designed to protect a protectible  interest of the
         Company and are not excessive in light of the circumstances; and

                  (f)  Executive  has a means to  support  himself  and his
         dependents  other than by engaging in the Business,  or a business
         similar to the Business, and the provisions of this Section 6 will
         not impair such ability.

                  6.2 Non-Compete.  The "Restricted Period" for purposes of
this  Agreement  shall be the period of time  commencing on the date hereof
and ending on the date three (3) years  after  termination  of  Executive's
employment for any reason;  provided that, if Executive's  employment  with
the Company is  terminated  by Executive  for Good Reason or by the Company
without  Cause,  then the  payments to which  Executive  is entitled  under
Sections 9.1, 9.2 and 9.4, shall be paid to Executive in consideration  for
the  survival  of the  Restricted  Period  beyond  the  effective  date  of
termination of Executive's employment.  Executive hereby agrees that at all
times  during the  Restricted  Period,  Executive  shall not,  directly  or
indirectly,  as  executive,  agent,  consultant,   stockholder,   director,
co-partner or in any other  individual  or  representative  capacity,  own,
operate, manage, control, engage in, invest in or participate in any manner
in, act as a  consultant  or advisor to,  render  services for (alone or in
association  with any person,  firm,  corporation or entity),  or otherwise
assist any person or entity that engages in or owns,  invests in, operates,
manages or controls any venture or  enterprise  that directly or indirectly
engages or proposes to engage in the  Business  anywhere  within the United
States  and Canada  (the  "Territory");  provided,  however,  that  nothing
contained herein shall be construed to prevent  Executive from investing in
the stock of any  competing  corporation  listed on a  national  securities
exchange or traded in the over-the-counter market, but only if Executive is
not involved in the


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business of said  corporation  and if Executive and his associates (as such
term is  defined  in  Regulation  14(A)  promulgated  under the  Securities
Exchange Act of 1934,  as in effect on the date hereof),  collectively,  do
not own more than an  aggregate  of two  percent  (2%) of the stock of such
corporation.

                  6.3 Non-Solicitation.  Without limiting the generality of
the provisions of Section 6.2 above,  Executive hereby agrees that,  during
the Restricted Period, Executive will not, directly or indirectly, solicit,
or  participate as executive,  agent,  consultant,  stockholder,  director,
partner  or in any  other  individual  or  representative  capacity  in any
business  which  solicits,  business  from  any  Person  which  is or was a
customer or vendor of the Business  during the Restricted  Period,  or from
any  successor in interest to any such Person for the purpose of marketing,
selling or providing any such Person any services or products offered by or
available from the Company,  or encouraging any such Person to terminate or
otherwise alter his, her or its relationship with the Company.

                  6.4 Interference with Employee Relationships.  During the
Restricted  Period,  Executive  shall  not,  directly  or  indirectly,   as
executive, agent, consultant,  stockholder,  director, co-partner or in any
other  individual  or  representative  capacity,  without the prior written
consent of the Company, employ or engage, recruit or solicit for employment
or engagement,  any individual who is employed or engaged by the Company at
that time,  or has been  employed or engaged by the Company  during the six
(6) months prior thereto,  or otherwise seek to influence or alter any such
individual's relationship with the Company.

                  6.5 Blue-Pencil.  If any court of competent  jurisdiction
shall  at any  time  deem  the  term of this  Agreement  or any  particular
Restrictive Covenant too lengthy or the Territory too extensive,  the other
provisions of this Section 6 shall  nevertheless  stand, and the Restricted
Period shall be deemed to be the longest  period  permissible  by law under
the circumstances and the Territory shall be deemed to comprise the largest
territory  permissible  by law under the  circumstances.  The court in each
case shall reduce the Restricted Period and/or the Territory to permissible
duration or size.

         7. Confidential Information. During the term of this Agreement and
thereafter, Executive shall keep secret and retain in strictest confidence,
and shall not,  without the prior written consent of the Company,  furnish,
make  available or disclose to any Person or use for the benefit of himself
or any Person party,  any  Confidential  Information,  except to the extent
reasonably  necessary to carry out Executive's duties and  responsibilities
to the Company. As used in this Section 7, "Confidential Information" shall
mean any  information  relating to the  Business or affairs of the Company,
including but not limited to information relating to financial  statements,
business plans, forecasts, purchasing plans, customer identities, potential
customers,   employees,  suppliers,  equipment,  programs,  strategies  and
information, analyses, profit margins or other proprietary information used
by the Company in  connection  with the Business of the Company;  provided,
however,  that  Confidential  Information shall not include any information
which is in the public domain or becomes  known in the industry  through no
wrongful  act on the part of  Executive.  Executive  acknowledges  that the
Confidential Information is vital, sensitive,  confidential and proprietary
to the Company.

 
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         8.       Termination.

                  8.1 The  Company  may  terminate  Executive's  employment
         hereunder at any time,  without  Cause (as defined in Section 10),
         upon not less than ninety (90) days notice to Executive.

                  8.2 The  Company  may  terminate  Executive's  employment
         hereunder at any time for Cause by providing to Executive  written
         notice of  termination  stating the grounds  for  termination  for
         Cause and such  termination  shall take  effect  immediately  upon
         notice of termination.

                  8.3 Executive may terminate his  employment  hereunder at
         any time,  with or without Good Reason (as defined in Section 10),
         upon not less than  ninety  (90)  days  notice  (thirty  (30) days
         notice if Executive  terminates  following a Change in Control) to
         the Company.  Upon notice of such termination from Executive,  the
         Company  may (i)  require  Executive  to  continue  to perform his
         duties  hereunder  on the  Company's  behalf  during  such  notice
         period,   (ii)  limit  or  impose   reasonable   restrictions   on
         Executive's  activities  during  such  notice  period  as it deems
         necessary,  or (iii) accept  Executive's  notice of termination as
         Executive's  resignation from the Company (including a resignation
         from any  position as director of the  Company) at any time during
         such notice  period.  If the Company at any time during the notice
         period  chooses to accept  Executive's  notice of  termination  as
         Executive's  resignation from the Company, then the effective date
         of such termination shall be the date as of which such resignation
         is accepted.

                  8.4 The Employment Period will terminate immediately upon
         the death or Disability of Executive.

                  8.5  Following  the  effective  date  of  termination  by
         Executive  without  Good  Reason  or by  the  Company  for  Cause,
         Executive will not be entitled to receive any further compensation
         (whether in the form of Base Salary,  Bonus Payments,  or Benefits
         or  otherwise)  other than accrued but unpaid Base Salary  through
         the effective date of termination. Upon termination by the Company
         without Cause,  termination by Executive for Good Reason, death or
         Disability,  Executive (or his estate) will be entitled to receive
         (i) all accrued but unpaid Base Salary  through the effective date
         of such termination,  (ii) a pro rata portion of the minimum Bonus
         Payment for the year in which such termination  occurs,  and (iii)
         any amounts  payable  pursuant to Sections 9.1, 9.2 and 9.4 below,
         but all other  obligations  of the  Company to pay  Executive  any
         further  compensation,  whether in the form of Base Salary,  Bonus
         Payments,  or Benefits (other than death and Disability  benefits,
         if any) or otherwise, will terminate.



 
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         9.       Additional Obligations Upon Termination.

                  9.1 Termination Without Cause. If Executive's  employment
         with the Company is terminated at any time prior to, upon or after
         a Change in Control,  (i) by the Company without Cause, or (ii) by
         Executive for Good Reason, or (iii) due to the death or Disability
         of  Executive,   then  in  addition  to  the  amounts  payable  in
         accordance with Section 8.5 above,  and in  consideration  for the
         Restrictive  Covenants,  the  Company  shall  pay and  provide  to
         Executive the following:

                           (a) Within  thirty (30) days after the effective
                  date of termination  of employment  (for purposes of this
                  Section 9, the "Effective Date") the Company shall pay to
                  Executive or his estate,  a lump sum cash payment,  in an
                  amount equal to the Termination Payment;

                           (b) for a period of thirty-six (36) months after
                  the Effective  Date,  (i)  Executive  and his  dependents
                  shall  continue  to be  covered by all  survivor  rights,
                  insurance  and  benefit  programs  in type and  amount at
                  least  equivalent  to  those  provided  to  him  and  his
                  dependents  by  the  Company  immediately  prior  to  the
                  Effective  Date,  and (ii)  Executive  shall  continue to
                  receive  from the Company the  Automobile  Allowance  set
                  forth in Section 5(d) above;

                           (c) any stock  options then held by Executive or
                  his permitted  assignees shall immediately vest as of the
                  Effective Date; and

                           (d) the  Company,  at its  sole  expense,  shall
                  provide Executive with outplacement  services  consistent
                  with those services  customarily  provided by the Company
                  to its senior executive employees.

                  9.2 Termination After a Change in Control. If Executive's
         employment  with the  Company  is  terminated  after a  Change  in
         Control,  then in addition to the  amounts  payable in  accordance
         with  Section  8.5  above,  Executive  shall  be  entitled  to the
         following:

                           (a)  if,   during  the  six  (6)  month  period,
                  beginning  on  the  one  hundred  eightieth  (180th)  day
                  following  such Change in Control,  Executive  terminates
                  his employment with the Company without Good Reason, then
                  within five (5) business days after the  Effective  Date,
                  the  Company  shall pay and provide to  Executive:  (i) a
                  lump sum cash  payment,  in an amount equal to the sum of
                  (x) Executive's  highest Base Salary, plus (y) the amount
                  of the highest  Bonus Payment  received by Executive,  in
                  any of the three (3) years immediately preceding the year
                  in which the Effective Date occurs; and (ii) all benefits
                  specified under Sections 9.1(b), 9.1(c) and 9.1(d) above.
                  For  purposes  of  providing   Executive  benefits  under
                  Section  9.1(b),  benefits  shall be  equivalent to those
                  provided  to  Executive  and his  dependents  immediately
                  prior  to  the  Change  in  Control;  provided  that,  if
                  participation in any one or more of such  arrangements is
                  not possible under the terms thereof, the Company

 
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                  will provide substantially  identical benefits outside of
                  the programs and cost of this  coverage  shall be paid by
                  the Company.

         (b) if, at any time  following  a Change in  Control,  Executive's
employment  is  terminated  (i) by the Company  without  Cause,  or (ii) by
Executive  with or  without  Good  Reason,  or  (iii)  due to the  death or
Disability of Executive,  the Company  thereafter shall pay to Executive or
his spouse an annual amount equal to the Annual  Payment,  payable in equal
monthly installments,  for a period equal to the greater of (i) the life of
Executive, or (ii) the life of Executive's spouse as of the Effective Date,
so long as she is married to Executive at the date of Executive's death. If
Executive shall die before  Executive's  spouse and  Executive's  spouse is
married to Executive at the date of  Executive's  death,  whether before or
after the  payments  of the  Annual  Payment  described  above  shall  have
commenced,  then the Annual Payment shall be paid to Executive's spouse. If
Executive  shall not be married at the time of his death,  then the Company
shall have no payment  obligations  following  his death  pursuant  to this
Section 9.2(b).

                  9.3 Rabbi Trust. Prior to the consummation of a Change in
         Control,  the  Company  shall  establish  a "rabbi  trust" for the
         benefit of Executive  into which there shall be contributed by the
         Company  cash in the amount  sufficient  to satisfy the  Company's
         obligations  to pay  Executive the amounts to which he is entitled
         under   Sections   5.5,   9.1(a)  and  9.2(a).   Any   instruments
         establishing  such rabbi trust shall be  substantially in the form
         and substance of Exhibit 9.3 attached hereto.

                  9.4  Gross-Up  Payments.  If all or  any  portion  of the
         amounts payable to Executive under this Section 9, either alone or
         together  with other  payments  which  Executive  has the right to
         receive from the Company,  constitute "excess parachute  payments"
         (within the meaning of Section 280G of the  Internal  Revenue Code
         of 1986, as amended (the  "Code"),  that are subject to the excise
         tax  imposed by Section  4999 of the Code (or  similar  tax and/or
         assessment),  the Company  (or its  successor  or  assigns)  shall
         increase  the amounts  payable  pursuant to this  Agreement to the
         extent necessary to place Executive in the same after-tax position
         as he would have been in had no such  excise  tax been  imposed on
         the payments  hereunder.  The  determination  of the amount of any
         such  excise  taxes  shall  initially  be made by the  independent
         accounting firm employed by the Company  immediately  prior to the
         Change in Control.  If, at a later date, it is determined that the
         amount of excise  taxes  payable by  Executive is greater than the
         amount initially so determined, then the Company (or its successor
         or assigns)  shall pay Executive an amount equal to the sum of (i)
         such  additional  excise  taxes,  (ii)  any  interest,  fines  and
         penalties  resulting from such underpayment,  plus (iii) an amount
         necessary to reimburse  Executive for any income,  excise or other
         taxes payable by Executive with respect to the amount specified in
         (i) and (ii) above, and the reimbursement provided by this (iii).

                  9.5 No  Mitigation.  Executive  shall not be  required to
         mitigate  damages or the  amount of any  payment  provided  for or
         referred  to in this  Section 9 by  seeking  other  employment  or
         otherwise,  nor shall the amount of any  payment  provided  for or
         referred  to in this  Section  9 be  reduced  by any  compensation
         earned by the Executive as the result of

 
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         employment by  another  employer  after  the  termination  of  the 
         Executive's employment, or otherwise.

                  9.6  Release.  As a  condition  to  Executive's  right to
         receive any  severance  payments and benefits  made hereto in this
         Section 9, the Company shall  require that (i)  Executive  execute
         and deliver to the Company a general  release,  whereby  Executive
         shall  release  the  Company,  it  successor,  assigns,  officers,
         directors  and agents  from any and all  claims,  liabilities  and
         obligations relating to or arising out of this Agreement, and (ii)
         Executive shall not be in breach of any Restrictive Covenant.

                  9.7  Termination in  Anticipation of a Change in Control.
         If the Company  terminates  Executive's  employment  without Cause
         during the period  commencing  six (6) months prior to the earlier
         of (i) public  announcement by the Company of a Change in Control,
         or (ii) the  execution  by the Company of a  definitive  agreement
         with regard to a Change in Control,  and ending on (and including)
         the date of the  Change  in  Control,  such  termination  shall be
         regarded  as a  termination  after  such  Change  in  Control  for
         purposes of this  Agreement,  including  without  limitation,  for
         purposes of Sections 5.5 and 9.

                  9.8 Pooling.  Notwithstanding  anything contained in this
         Agreement to the contrary,  if any terms of this  Agreement  would
         cause a  Corporate  Transaction  to be  ineligible  for pooling of
         interest  accounting,  and  such  Corporate  Transaction  would be
         eligible for such  accounting  treatment  but for such terms,  the
         Compensation  Committee  may  modify or  adjust  the terms of this
         Agreement  so  that  pooling  of  interest   accounting  shall  be
         available.

         10.      Definitions.  As used in this Agreement:

         "Affiliate"  means  any  individual,   corporation,   partnership,
association,  joint-stock  company,  trust,  unincorporated  association or
other entity (other than the Company) that directly or indirectly,  through
one or more intermediaries,  controls, is controlled by, or is under common
control with, the Company including,  without limitation,  any member of an
affiliated  group of which the Company is a common  parent  corporation  as
provided in Section 1504 of the Code.

         "Anixter Family" means Alan B. Anixter,  William R. Anixter,  Scott
C.  Anixter,  their  spouses,  heirs and any group  (within  the  meaning of
Section  13(d)(3) of the  Securities  Exchange Act of 1934,  as amended (the
"Exchange  Act"),  of which any of the  foregoing  persons  is a member  for
purposes of  acquiring,  holding or disposing of  securities of the Company,
any trust  established by or for the benefit of any of the foregoing and any
other entity controlled by or for the benefit of any of the foregoing.

         "Annual Payment" means an amount equal to the greater of (i) fifty
percent (50%) of the sum of (x) the average of Executive's  Base Salary for
the year in which the  Change  in  Control  occurs  and each of the two (2)
years immediately prior thereto,  plus (y) the average of the amount of the
minimum  Bonus  Payment for the year in which the Change in Control  occurs
and the  Bonus  Payment  for each of the two (2)  years  immediately  prior
thereto, or (ii) the Minimum Annual

 
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Payment;  provided if, as of the  effective  date of the Change in Control,
the Present Value of the Annual  Payments  payable to Scott  Anixter,  Carl
Putnam and Donald Welchko (collectively, the "Eligible Executives"), in the
aggregate,  after taking into account any gross-up  payments payable to any
of them with  respect to such  Annual  Payments  pursuant to Section 9.4 of
their respective employment  agreements (the "Gross-up  Payments"),  exceed
two percent (2%) of the Transaction Value (the "Aggregate Cap"), the Annual
Payments  payable to each of the Eligible  Executives  shall be reduced pro
rata based on their  relative  levels of Annual Payment so that the Present
Value of such Annual Payments, in the aggregate,  after taking into account
any Gross-up Payments with respect thereto, equal the Aggregate Cap. If the
foregoing  calculation  of the  Aggregate  Cap would result in  Executive's
Annual  Payment  being less than the Minimum  Annual  Payment,  Executive's
Annual Payment shall not be reduced below the Minimum Annual Payment unless
and until each of the other Eligible  Executive's  Annual Payment has first
been reduced to his respective  Minimum Annual Payment.  The Annual Payment
shall be determined by the  Compensation  Committee  prior to the Change in
Control, in consultation with a nationally recognized actuarial, accounting
or consulting firm selected by the Compensation  Committee to determine the
Present   Value  of  the  Annual   Payments;   provided  if  the  foregoing
determination  cannot  be  made  prior  to  the  Change  in  Control,  such
determination shall be made as soon as practicable  following the Change in
Control  by the  persons  who were  members of the  Compensation  Committee
immediately  prior to the Change in  Control  regardless  of  whether  such
persons remain on the Board of Directors or  Compensation  Committee  after
the Change in Control.

         "Cause" means (a) an act of fraud or dishonesty by Executive  that
results  in  material  gain or  personal  enrichment  of  Executive  at the
Company's  expense,  (b)  Executive's  conviction of a  felony-class  crime
(other than relating to the operation of a motor vehicle), (c) any material
breach by Executive of any  provision of this  Agreement  that, if curable,
has not been cured by  Executive  within  thirty days of written  notice of
such breach from the Company,  (d)  Executive  willfully  engaging in gross
misconduct  materially  injurious to the Company that, if curable,  has not
been cured by Executive within thirty days of written notice specifying the
alleged  willful  gross  misconduct  and  material   injury,   or  (e)  any
intentional  act or gross  negligence  on the part of Executive  that has a
material,  detrimental effect on the reputation or Business of the Company.
The decision to terminate  Executive's  employment for Cause, to take other
action or to take no action in response to such occurrence  shall be in the
sole and exclusive discretion of the Board.

         "Change in Control" means the happening of any of the following events:

                  (a) An  acquisition  by any  individual,  entity or group
         (within  the  meaning  of  Section  13(d)(3)  or  14(d)(2)  of the
         Exchange Act) (a "Person") of the beneficial ownership (within the
         meaning  of Rule  13d-3  promulgated  under the  Exchange  Act) of
         twenty  percent (20%) or more of the combined  voting power of the
         then outstanding voting securities of the Company entitled to vote
         generally in the election of directors (the  "Outstanding  Company
         Voting Securities");  provided, however, that for purposes of this
         subsection (a), the following  acquisitions shall not constitute a
         Change in  Control:  (A) any  acquisition  by the Company or by an
         employee  benefit plan (or related trust)  sponsored or maintained
         by the Company or an Affiliate, (B) any acquisition by a member or
         members of the Anixter Family,  (C) any acquisition by a lender to
         the Company pursuant to a debt  restructuring of the Company,  (D)
         any acquisition  by, or  consummation  of a Corporate  Transaction
         with an

 
                                    -10-

<PAGE>




         Affiliate, (E) a Non-Control Transaction, or (F) an acquisition by
         a Person of the  beneficial  ownership of twenty  percent (20%) or
         more,  but less than fifty  percent  (50%) of the combined  voting
         power of the then  Outstanding  Company Voting  Securities  unless
         Executive's  employment is terminated by the Company without Cause
         or by Executive for Good Reason,  within  twenty-four  (24) months
         following such acquisition;

                  (b) A change in the  composition  of the Board  such that
         the individuals  who, as of the date hereof,  constitute the Board
         (such Board  shall be  hereinafter  referred to as the  "Incumbent
         Board")  cease for any reason to constitute at least a majority of
         the Board; provided,  however, for purposes of this Section 10(b),
         that any individual  who becomes a member of the Board  subsequent
         to the date hereof whose  election,  or nomination for election by
         the Company's  stockholders,  was approved by a vote of at least a
         majority of those individuals who are members of the Board and who
         were also  members  of the  Incumbent  Board (or deemed to be such
         pursuant to this  provision)  shall be  considered  as though such
         individual were a member of the Incumbent  Board;  but,  provided,
         further,  that any such  individual  whose  initial  assumption of
         office  occurs as a result  of  either  an  actual  or  threatened
         election  contest  (as  such  terms  are  used in Rule  14a-11  of
         Regulation 14A promulgated under the Exchange Act) or other actual
         or threatened  solicitation of proxies or consents by or on behalf
         of a Person other than the Board shall not be so  considered  as a
         member of the Incumbent Board;

                  (c)   Consummation   of  a   reorganization,   merger  or
         consolidation or sale or other disposition of all or substantially
         all of the assets of the Company (a "Corporate  Transaction"),  in
         each  case,  unless the  Corporate  Transaction  is a  Non-Control
         Transaction; or

                  (d) Approval by stockholders of the Company of a complete
         liquidation or dissolution of the Company.

         "Closing  Share  Price"  means the  average  closing  price of the
Company's  common  stock as  reported  on the  NASDAQ  National  Market and
published in The Wall Street Journal (Midwest Edition), for each of the ten
(10)  consecutive  trading  days on the  effective  date of the  Change  in
Control.

         "Disability"  will be deemed to have occurred  whenever  Executive
has suffered physical or mental illness,  injury, or infirmity that renders
Executive  unable to perform  the  essential  functions  of his job with or
without reasonable accommodation.

         "Good Reason" means the occurrence of any of the following events,
unless  (i) such  event  occurs  with  Executive's  express  prior  written
consent, (ii) the event is an isolated, insubstantial or inadvertent action
or failure to act which was not in bad faith and which is  remedied  by the
Company  promptly  after receipt of notice  thereof given by Executive,  or
(iii) the event  occurs  in  connection  with  termination  of  Executive's
employment for Cause, Disability or death:

                  (a) the  assignment  to  Executive  by the Company of any
         duties which are, in any material  respect,  inconsistent  with, a
         diminution of or an adverse change in Executive's

 
                                    -11-

<PAGE>




         position,  duty, title, office,  responsibility or status with the
         Company,  including without limitation, any material diminution of
         Executive's   position  or   responsibility  in  the  decision  or
         management processes of the Company, reporting relationships,  job
         description, duties, responsibilities, or any removal of Executive
         from, or any failure to reelect Executive to, such position;

                  (b) a  reduction  by the Company in  Executive's  rate of
         Base Salary during the Employment Period;

                  (c) any failure to either continue in effect any material
         Benefits or to  substitute  and continue  other  plans,  policies,
         programs or arrangements  providing  Executive with  substantially
         similar  benefits,  or  the  taking  of  any  action  which  would
         substantially and adversely affect Executive's participation in or
         materially reduce Executive's Benefits or compensation;

                  (d) any  failure  by any  successor  or  assignee  of the
         Company to continue this Agreement in full force and effect or any
         breach of this  Agreement  by the  Company  (or any  successor  or
         assignee  of the  Company),  unless  such  breach is cured  within
         thirty (30) days of  receiving  written  notice of the breach from
         Executive; or

                  (e) following a Change in Control,  the relocation of the
         executive  offices of the Company to a location  that is more than
         fifty (50) miles from the  executive  offices of the Company as of
         the effective date of such Change in Control.

         "Minimum Annual Payment" means $50,000.

         "Non-Control  Transaction"  means  a  Corporate  Transaction  as a
result of which the Outstanding Company Voting Securities immediately prior
to such Corporate Transaction would entitle the holders thereof immediately
prior to such Corporate  Transaction  to exercise,  directly or indirectly,
more than fifty  percent  (50%) of the combined  voting power of all of the
shares of capital stock entitled to vote generally in election of directors
of the corporation  resulting from such Corporate  Transaction  immediately
after  such  Corporate  Transaction  (including,   without  limitation,   a
corporation  which as a result of such  transaction owns the Company or all
or substantially all of the Company's assets either directly or through one
or more subsidiaries).

         "Person" means any individual, corporation, trust, proprietorship,
association, governmental body, agency or subdivision or other entity.

         "Present  Value" means the present value of the Annual Payments as
of  the  effective  date  of the  Change  in  Control  as  determined  by a
nationally recognized actuarial,  accounting or consulting firm selected by
the   Compensation   Committee,   after  taking  into  account   reasonable
assumptions, including as to life expectancy and discount rates.

         "Termination  Payment" means an amount equal to the greater of (i)
the sum of  Executive's  Base Salary plus his minimum Bonus Payment for the
remaining term of the then current  Employment  Period, or (ii) two(2) (the
"Multiple") times the sum of (x) Executive's highest Base

 
                                    -12-

<PAGE>




Salary  plus (y) the  amount  of the  highest  Bonus  Payment  received  by
Executive,  in any of the three  years  immediately  preceding  the year in
which the Effective  Date occurs;  provided  that,  if the  Effective  Date
occurs during the thirty-six (36) months following a Change in Control, the
Multiple  shall be equal to three (3) (rather than two (2)) for purposes of
clause (ii) above.

         "Transaction Bonus Amount" means:

                  (i) if the  Closing  Share  Price is less than or equal to
$13.00 per share, an amount equal to the Transaction Payment; or

                  (ii) if the Closing  Share  Price is greater  than $13.00
per  share  but  less  than  $17.00  per  share,  an  amount  equal  to the
Transaction Payment times the sum of (x) one (1), plus (y) a fraction,  the
numerator  of  which is the  Closing  Share  Price  minus  $13.00,  and the
denominator of which is equal to $17.00 minus $13.00; or

                  (iii)  if the  Closing  Share  Price  is $17 per  share or
greater, an amount equal to two (2) times the Transaction Payment.

The amounts per share set forth above in subparagraphs  (i), (ii) and (iii)
shall be equitably  adjusted by the  Compensation  Committee to reflect any
stock split, stock dividend, recapitalization or similar event.

         "Transaction  Payment"  means the sum of (x)  Executive's  highest
Base Salary,  plus (y) the amount of the highest Bonus Payment  received by
Executive,  in any of the three (3) years  immediately prior to the year in
which the Change in Control occurs.

         "Transaction   Value"  means  (i)  with  respect  to  a  Corporate
Transaction, the total amount of cash, securities, contractual arrangements
and other properties paid or payable,  directly or indirectly in connection
with such Corporate Transaction including,  without limitation; (a) amounts
paid to any party  pursuant to  covenants  not to compete or other  similar
arrangements;  and (b)  amounts  paid to  holders  of any  warrants,  stock
purchase  rights,  convertible  securities or similar rights of the Company
and to holders of any options or stock  appreciation  rights  issued by the
Company (whether or not vested);  and (c) amount of any short term debt and
long term liabilities of the Company (including the principal amount of any
indebtedness  for borrowed  money) (1)  indirectly  or directly  assumed or
acquired by the Company or any other party, or otherwise repaid or retired,
in connection  with or in anticipation  of the Corporate  Transaction,  (2)
existing  on the  Company's  balance  sheet  at  the  time  of a  Corporate
Transaction  (if such  Corporate  Transaction  takes  the form of a merger,
consolidation  or a purchase of stock) or (3) assumed in connection  with a
Corporate  Transaction (if such Corporate  Transaction  takes the form of a
purchase of assets);  and (d) in the event the Corporate  Transaction takes
the  form of a  recapitalization,  restructuring,  spin-off,  split-off  or
similar transaction,  Transaction Value shall include the fair market value
of (A) the equity  securities  of the  Company  retained  by the  Company's
security holders  following a Corporate  Transaction and (B) any securities
received by the Company's security holders in exchange for or in respect of
securities of the target company following such Corporate  Transaction (all
such securities received by such security holders being deemed to have been
paid to such security holders in such Corporate Transaction,  and (ii) with
respect to a Change in Control that is not a Corporate

 
                                    -13-

<PAGE>




Transaction,  the enterprise value of the Company, as determined as soon as
practicable,  following  the  Change in  Control  by the  persons  who were
members of the Compensation  Committee  immediately  prior to the Change in
Control regardless of whether such persons remain on the Board of Directors
or  the  Compensation   Committee  following  the  Change  in  Control,  in
consultation with such investment bankers or other advisors as such persons
may deem appropriate.

         11. Remedies. Executive acknowledges and agrees that the covenants
set  forth  in  Sections  6  and 7 of  this  Agreement  (collectively,  the
"Restrictive Covenants") are reasonable and necessary for the protection of
the Company's  business  interests,  that irreparable injury will result to
the  Company  if  Executive  breaches  any of the terms of the  Restrictive
Covenants, and that in the event of Executive's actual or threatened breach
of any such Restrictive Covenants, the Company will have no adequate remedy
at law.  Executive  accordingly  agrees  that in the event of any actual or
threatened breach by him of any of the Restrictive  Covenants,  the Company
shall be entitled to immediate  temporary  injunctive  and other  equitable
relief,  without bond and without the necessity of showing actual  monetary
damages,  subject  to  hearing  as soon  thereafter  as  possible.  Nothing
contained  herein  shall be  construed  as  prohibiting  the  Company  from
pursuing any other  remedies  available to it for such breach or threatened
breach, including the recovery of any damages which it is able to prove.

         12.      Miscellaneous.

                  (a) Notices. All notices and other communication  between
         the parties pursuant to this Agreement must be in writing and will
         be deemed  given when  delivered  in person,  one (1) business day
         after  being  dispatched  by  a  nationally  recognized  overnight
         courier service,  three (3) business days after being deposited in
         the U.S.  Mail,  registered  or  certified  mail,  return  receipt
         requested,  or when sent by facsimile  (with receipt  acknowledged
         and a copy sent for next day delivery by a  nationally  recognized
         overnight  courier  service),  to the  Company  at the  address or
         facsimile number of its principal office in the Chicago,  Illinois
         metropolitan area and to Executive (or his representatives) at his
         address or facsimile as shown on the Company's records.  Executive
         (or his  representatives)  may  change his  address  or  facsimile
         number for notice purposes by delivering  notice to the Company in
         accordance  with  this  Section  12(a).  All  notices  sent to the
         Company shall also be delivered to Katten Muchin & Zavis, 525 West
         Monroe  Street,   Suite  1600,   Chicago,   Illinois   60661-3693,
         Attention: Jeffrey R. Patt, Esq., Facsimile No.: (312-902-1061).

                  (b) Governing  Law. This Agreement will be subject to and
         governed by the laws of the State of Illinois,  without  regard to
         principles of conflicts of laws.

                  (c) Binding  Effect.  This Agreement will be binding upon
         and inure to the  benefit  of the  parties  and  their  respective
         heirs,   legal   representatives,    executors,    administrators,
         successors,  and assigns, subject to the limitations on assignment
         in Section 12(h).

                  (d) Entire  Agreement.  This  Agreement  constitutes  the
         entire  Agreement  between the parties with respect to the subject
         matter of this  Agreement  and  supersedes  any other  agreements,
         whether  oral or written,  between the parties with respect to the
         subject matter of this Agreement.

 
                                    -14-

<PAGE>




                  (e)  Modification.  No  change  or  modification  of this
         Agreement will be valid unless it is in writing and signed by both
         of the parties.  No waiver of any provision of this Agreement will
         be valid unless in writing and signed by the person or party to be
         charged.

                  (f) Severability.  If any provision of this Agreement is,
         for any reason, invalid or unenforceable, the remaining provisions
         of this Agreement will  nevertheless  be valid and enforceable and
         will  remain  in full  force and  effect.  Any  provision  of this
         Agreement  that is held  invalid  or  unenforceable  by a court of
         competent  jurisdiction  will be  deemed  modified  to the  extent
         necessary to make it valid and enforceable and as so modified will
         remain in full force and effect.

                  (g) Headings. The headings in this Agreement are inserted
         for  convenience  only  and  are  not  to  be  considered  in  the
         interpretation   of   construction   of  the  provisions  of  this
         Agreement.

                  (h) Assignability.  This Agreement may not be assigned by
         either party without the prior written consent of the other party,
         except  that the  Company  may assign its rights to, and cause its
         obligations  under this  Agreement to be assumed by, any person or
         entity to whom or to which the Company simultaneously transfers by
         sale, merger, or otherwise all or substantially all of its assets.

                  (i) No Strict  Construction.  The  language  used in this
         Agreement  will be deemed to be the  language  chosen by Executive
         and the Company to express  their  mutual  intent,  and no rule of
         strict  construction  will be  applied  against  Executive  or the
         Company.

                  (j)  Arbitration.  Except for any claim or dispute  which
         gives  rise or could  give rise to  equitable  relief  under  this
         Agreement,  at the  request  of  Executive,  or the  Company,  any
         disagreement,  dispute,  controversy  or claim  arising  out of or
         relating to this  Agreement or the breach  hereof shall be settled
         exclusively and finally by arbitration.  The arbitration  shall be
         conducted in accordance with such rules and before such arbitrator
         as the  parties  shall  agree and if they fail to so agree  within
         fifteen (15) days after demand for  arbitration,  such arbitration
         shall be conducted in accordance with the Federal  Arbitration Act
         and the National Rules for the  Resolution of Employment  Disputes
         of the American  Arbitration  Association which are then in effect
         (hereinafter  referred to as "AAA Rules").  Such arbitration shall
         be  conducted in Chicago,  Illinois,  or in such other city as the
         parties  to the  dispute  may  designate  by mutual  consent.  The
         arbitral  tribunal  shall  consist of three  arbitrators  (or such
         lesser  number  as may be  agreed  upon by the  parties)  selected
         according to the procedure set forth in the AAA Rules in effect on
         the date hereof and the  arbitrators  shall be  empowered to order
         any remedy  which is  appropriate  to the  proceedings  and issues
         presented  to them.  Any  party  to a  decision  rendered  in such
         arbitration  proceedings  may seek an order  enforcing the same by
         any court having jurisdiction.

                  (k)  Legal  Expenses.  The  Company  shall  pay the legal
         expenses incurred by Executive for review of this Agreement by his
         legal counsel, up to an amount not to exceed $10,000. If Executive
         takes legal action to enforce the Company's obligations under this
         Agreement and Executive prevails in such action, the Company shall
         reimburse Executive

 
                                    -15-

<PAGE>




         for all reasonable expenses (including reasonable attorney's fees)
         actually incurred by Executive in such action.



                                             [signature page to follow]

 
                                                        































                                    -16-

<PAGE>




         IN WITNESS  WHEREOF,  the parties have  executed  this Amended and
Restated Executive Employment Agreement as of the date first above written.


                              ANICOM, INC.
                                                                             

                              By:      /s/ SCOTT C. ANIXTER                  
                                       ------------------------------------- 
                                       Scott C. Anixter, Chairman and Chief
                                       Executive Officer


                              EXECUTIVE:


                              /s/ DONALD C. WELCHKO  
                              -------------------------------------          
                              Donald C. Welchko

 
                                                      





















                                    -17-

<PAGE>



                                 EXHIBIT 9.3


                             FORM OF RABBI TRUST