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                                                                   EXHIBIT 10.19

                                  ANIXTER INC.

                              AMENDED AND RESTATED

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                 EFFECTIVE AS OF
                                 JANUARY 1, 2006

                                   SECTION 1
                            ESTABLISHMENT OF THE PLAN

     1.1. Establishment of the Plan. Anixter Inc., a Delaware corporation (the
"Company"), originally established the ANIXTER INC. SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN (the "Plan") effective as of August 4, 2004. This amendment and
restatement of the Plan is Effective as of January 1, 2006.

     1.2. Description of the Plan. The Plan is intended to constitute a
nonqualified deferred compensation plan which, in accordance with ERISA Sections
201(2), 301(a)(3) and 401(a)(1), is unfunded and established primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees. The Plan is intended to meet the requirements for
effective deferrals of compensation under, and otherwise comply with, Section
409A of the Code and shall be operated in good faith compliance with Section
409A and the regulations promulgated thereunder.

     1.3. Purpose of the Plan. In addition to the description of the Plan as set
forth in subsection 1.2 above, the primary objective of the Company in
establishing this Plan is to provide supplemental retirement income to certain
employees of the Company in addition to that provided through all other sources.

                                    SECTION 2
                                   DEFINITIONS

     2.1. Definitions. Whenever used in the Plan, the following terms, when
initially capitalized, shall have the respective meanings set forth below.
Initially capitalized terms used in the Plan and not set forth below shall have
the meanings ascribed to such terms under the Anixter Inc. Pension Plan as
amended and restated from time to time.

          (a) "Accrued Normal Benefit" means the product of (A x B), where A is
     the Participant's Normal Benefit and B is a fraction the numerator of which
     is the Participant's total months of Benefit Accrual Service and the
     denominator of which is 60.

          (b) "Actuarially Equivalent" has the meaning given to such term under
     the Pension Plan.

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          (c) "Affiliate" with respect to the Company means the Parent and any
     other entity controlled by, under the control of, or under common control
     with the Company within the meaning of the Securities Exchange Act of 1934
     or that is a member of Company's controlled group within the meaning of
     Section 414(b) or (c) of the Code.

          (d) "Beneficiary" means any person or entity designated by the
     Participant or otherwise entitled to receive any benefits under the Plan
     which may be due upon the Participant's death.

          (e) "Benefit Accrual Service" means, with respect to a Participant,
     the lesser of (i) the total months of benefit accrual service earned by the
     Participant under the Pension Plan from, including, and after the
     Participant's Initial Participation Month and through the date of such
     Participant's Retirement or Termination, as applicable, or (ii) sixty (60)
     months. For purposes of determining Benefit Accrual Service for purposes of
     the Plan, a Participant's benefit accrual service under the Pension Plan
     shall be determined without regard to any limitation on the number of
     months of benefit accrual service which are considered for benefit purposes
     under the Pension Plan.

          (f) "Benefit Offset Amount" means with respect to a Participant, the
     sum of (i) a Participant's combined accrued monthly benefit amount, stated
     as a Life Annuity commencing at Normal Retirement Date, under the Pension
     Plan and the Excess Plan and (ii) the Participant's Social Security Offset
     Amount.

          (g) "Board" means the Board of Directors of Parent.

          (h) "Cause" has the meaning set forth in any employment or other
     similar written agreement between a Participant and the Company which
     governs the terms and conditions of a Participant's employment with the
     Company. In the absence of such an agreement, or if such agreement does not
     define "Cause," then "Cause" shall mean the termination of a Participant's
     employment by formal action of the Board for any of the following reasons:

               (1) embezzlement, dishonesty, fraud or any illegal or unethical
          act or omission in connection with the performance of Participant's
          duties or as an Employee that materially injures or reasonably could
          materially injure the Company or any Affiliate or which does or
          reasonably could materially impair a Participant's ability to
          satisfactorily perform his assigned duties and responsibilities;

               (2) conviction of (or plea of nolo contendere to) any (A) felony
          or (B) any other crime involving moral turpitude, or any other
          conviction (or plea of nolo contendere) that does or that reasonably
          could materially impair a Participant's ability to satisfactorily
          perform his assigned duties and responsibilities;

               (3) improper, willful and material disclosure of the proprietary
          information of the Company or any Affiliate or other willful material
          breach of a Participant's fiduciary obligations to the Company; or


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               (4) any willful failure or refusal to follow lawful and good
          faith directions of the Board or a duly authorized officer of the
          Company.

          For purposes of this definition, no act or failure to act on the part
          of a Participant shall be considered "willful" unless done, or omitted
          to be done, by him in bad faith or without a reasonable belief that
          his action or omission are in the best interests of the Company or its
          Affiliates. Any act or omission based on a direction of the Board or
          based on the advice of counsel for the Company or Parent shall be
          conclusively presumed to be done, or omitted to be done, in good faith
          and in the best interests of Company or its Affiliates.

          (i) "Code" means the Internal Revenue Code of 1986, as amended.

          (j) "Committee" means the Anixter Inc. Employee Benefits
     Administrative Committee or any successor thereto.

          (k) "Company" has the meaning given to such term in the introductory
     paragraph hereto, provided that where the context so requires the term
     shall also include each Affiliate that adopts this Plan with the consent
     and approval of the Board.

          (l) "Compensation" means, for purposes of determining a Participant's
     Normal Benefit, the total cash remuneration paid or payable to a
     Participant during a calendar year for services provided as an Employee
     which would be taken into account for purposes of computing the
     Participant's accrued benefit under the Pension Plan.

          (m) "Compensation Committee" means the Anixter International Inc.
     Compensation Committee or any successor thereto.

          (n) "Employee" means a person who is actively employed by the Company
     or an Affiliate and who would be considered to be in an employer-employee
     relationship with the Company or an Affiliate applying common law
     principles.

          (o) "ERISA" means the Employee Retirement Income Security Act of 1974,
     as amended.

          (p) "Excess Plan" means the Anixter Inc. Excess Benefit Plan or any
     successor thereto.

          (q) "Final Average Compensation" means the average monthly
     compensation amount determined under the Pension Plan as the participant's
     final average pay and which is used for purposes of computing such
     Participant's accrued benefit under the Pension Plan.

          (r) "Initial Participation Month" means with respect to a Participant
     the calendar month as of which such Participant's participation in the Plan
     is approved by the Compensation Committee.


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          (s) "Life Annuity" means a monthly annuity that is paid to the retired
     Participant for as long as he lives and which does not provide any payments
     to a Beneficiary following the Participant's death.

          (t) "Minimum Accrued Normal Benefit" means with respect to a
     Participant the product of (A x B), where A is the Participant's Minimum
     Normal Benefit and B is a fraction the numerator of which is the
     Participant's total months of Benefit Accrual Service and the denominator
     of which is 60.

          (u) "Minimum Normal Benefit" means with respect to a Participant any
     minimum monthly Life Annuity benefit payable to such Participant without
     regard to the date benefit payments commence as may be specified on Exhibit
     A hereto with respect to such Participant.

          (v) "Normal Benefit" means with respect to a Participant the greater
     of (i) the monthly benefit amount payable to such Participant as a Life
     Annuity commencing at the Participant's Normal Retirement Date determined
     by reducing the Target Benefit of such Participant as specified on Exhibit
     A by such Participant's Benefit Offset Amount or (ii) such Participant's
     Minimum Normal Benefit, if any.

          (w) "Normal Benefit Commencement Age" means the age so specified with
     respect to a Participant on Exhibit A hereto.

          (x) "Normal Benefit Commencement Date" means, with respect to a
     Participant, the first day of the seventh month following the month in
     which the later of (i) the date such Participant attains Normal Benefit
     Commencement Age or (ii) the date such Participant's Retirement or
     Termination occurs.

          (y) "Normal Retirement Date" means the first of the month coincident
     with or next following the attainment by the participant of age sixty-five
     (65).

          (z) "Parent" means Anixter International Inc., a Delaware corporation
     and sole shareholder of the Company, or any successor thereto.

          (aa) "Participant" means an Employee, so designated by action of the
     Compensation Committee, who is participating in the Plan.

          (bb) "Plan" means the Anixter Inc. Supplemental Executive Retirement
     Plan as set forth herein and as amended from time to time.

          (cc) "Plan Administrator" means the Anixter Inc. Employee Benefits
     Administrative Committee.

          (dd) "Pension Plan" means the Anixter Inc. Pension Plan or any
     successor thereto.

          (ee) "Retirement" means with respect to a Participant any "separation
     from service" (within the meaning of Section 409A of the Code) with the
     Company and all


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     Affiliates, other than termination by the Company for Cause, on or after
     the Participant attains age sixty-five (65).

          (ff) "Retirement Date" means the first day of the month coincident
     with or next following the date of a Participant's Retirement.

          (gg) "Social Security Offset Amount" means with respect to a
     Participant fifty percent (50%) of the assumed retirement benefit payable
     to such Participant under the Social Security Act as in effect on the
     Participant's Retirement Date or Termination Date, as applicable, computed
     consistent with the following assumptions: (i) no future increases in the
     social security wage base or average national wages following such
     Retirement Date or Termination Date, as applicable, (ii) such benefit is
     first payable on the Participant's Normal Retirement Date, without regard
     to when the Participant's actual Social Security Benefit Payments commence,
     and (iii) Participant has no covered wages for Social Security purposes
     following such Retirement Date or Termination Date, as applicable.

          (hh) "Target Benefit" means the monthly Life Annuity benefit
     commencing at Normal Retirement Date stated as a percentage of Final
     Average Compensation and so designated with respect to a Participant on
     Exhibit A hereto.

          (ii) "Termination" means a "separation from service" for purposes of
     Section 409A of the Code from the Company and all Affiliates for any reason
     prior to the Participant obtaining age sixty-five (65).

          (jj) "Termination Date" means the first day of the month coincident
     with or next following the date of a Participant's Termination.

     2.2. Gender and Number. Except when otherwise indicated by the context, any
masculine terminology used herein shall also include the feminine and the
feminine shall include the masculine, and the use of any term herein in the
singular may also include the plural and the plural shall include the singular.

                                    SECTION 3
                          ELIGIBILITY AND PARTICIPATION

     3.1. Eligibility. No Employee shall be eligible to participate in or accrue
a benefit under the Plan until such Employee's participation in the Plan has
been approved by the Compensation Committee. An Employee shall become a
Participant as of the date so specified in the Compensation Committee approval
of such participation.

     3.2. Reemployment of Former Participant. A former Employee who is
re-employed shall be considered a Participant following such re-employment by
the Company and such former Employee shall accrue additional Benefit Accrual
Service following such re-employment, only if and to the extent such former
Employee is re-designated by the Committee and such re-designation is approved
by the Compensation Committee.


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                                    SECTION 4
                                    BENEFITS

     4.1. Normal Benefit. A Participant who has at least sixty (60) months of
Benefit Accrual Service at the time of his Retirement or Termination will
receive from the Plan a monthly benefit which is Actuarially Equivalent to a
Life Annuity commencing on his Normal Retirement Date in an amount equal to the
greater of his Normal Benefit or his Minimum Normal Benefit, if any, as computed
in accordance with Exhibit A, as in effect at the time of such Retirement or
Termination.

     4.2. Deferred Benefit. If a Participant continues in employment past his
Normal Retirement Date, the amount of his monthly benefit payable on Retirement
under Section 4.1 above shall be Actuarially Equivalent to the larger of his
Normal Benefit or Minimum Normal Benefit at Normal Retirement Date and
accordingly adjusted to reflect the deferral of benefit payments beyond his
Normal Retirement Date in a manner consistent with such adjustment under the
Pension Plan. However, in any event, the Participant's benefit on his Retirement
Date shall be computed based on his Final Average Compensation as of his Normal
Retirement Date.

     4.3. Accrued Benefit. A Participant who has less than sixty (60) months of
Benefit Accrual Service at the time of his Retirement or Termination will
receive from the Plan a monthly benefit which is Actuarially Equivalent to a
Life Annuity commencing on his Normal Retirement Date in an amount equal to the
greater of his Accrued Normal Benefit or Minimum Accrued Benefit as computed in
accordance with Exhibit A as in effect at the time of such Retirement or
Termination.

     4.4. Benefit Commencement and Form of Payment. Unless a Participant has
made a timely election under Sections 4.5 or 4.6 below, (i) payment of benefits
under the Plan will commence on such Participant's Normal Benefit Commencement
Date and (ii) benefits will be paid in the form of a Life Annuity.

     4.5. Optional Payment Form. A Participant may elect to receive his benefit
under the Plan in the form of a 50% Joint and Survivor Annuity for the life of
the Participant and any Beneficiary, rather than in the form of a Life Annuity.
If the Participant designates a Beneficiary which is not an individual, the
Beneficiary shall be deemed to have the same life expectancy as the Participant.
In such event, the monthly Joint and Survivor Annuity benefits shall be adjusted
so as to be Actuarially Equivalent to the Participant's monthly Life Annuity
benefit and the amount of the survivor annuity shall be fifty percent (50%) of
the Participant's monthly Joint and Survivor Annuity benefit payable to the
Participant. To be effective, any such election must be made in a timely manner
for purposes of, and otherwise in compliance with, Section 409A of the Code.

     4.6. Optional Benefit Commencement Date. A Participant may elect to have
the payment of benefits commence on any date which is both after his Normal
Benefit Commencement Date and on or before his Normal Retirement Date. In such
event, such Participant's monthly benefit amount as of such date shall be
adjusted so as to be Actuarially Equivalent to a Life Annuity commencing on his
Normal Retirement Date equal to the greater of his Normal Benefit or his Minimum
Normal Benefit, if any, computed in accordance with


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Exhibit A, as in effect at the time of such Retirement or Termination. To be
effective, any such election must be made in a timely manner for purposes of,
and otherwise in compliance with, Section 409A of the Code.

     4.7. Pre-Retirement Death Benefits. If a Participant dies before payments
under the Plan have commenced, no special death benefits will be payable under
the Plan, but if the Participant has made a timely and effective Beneficiary
election, such Beneficiary will be entitled to receive a survivor benefit in an
amount equal to the survivor annuity that would have been payable to the
Beneficiary if the Participant had retired and begun receiving benefits in the
form of a 50% Joint and Survivor Annuity on the day before his death. The amount
of the monthly benefit payable to the Beneficiary shall be determined based on
the joint life expectancy of the Participant and the designated Beneficiary or
the life expectancy of the Participant if the designated Beneficiary is not an
individual.

     4.8. Disability Benefits. A Participant whose employment terminated due to
disability will not receive special benefits on account of disability, but will
be entitled to any benefit otherwise payable under Section 4.1. or 4.2 above.

     4.9. Forfeiture of Benefits. Notwithstanding anything in this Plan to the
contrary, the Company's obligations to make the payments hereunder and a
Participant's right to receive benefits hereunder shall terminate in the event
that such Participant is terminated for Cause or after a Participant's
Termination or Retirement the Committee discovers grounds which would have
constituted Cause had the Board been aware of such grounds during the
Participant's employment.

     4.10. Special Tax Distributions. In the event that a benefit under the Plan
is required to be included in the income of a Participant under Section 409A of
the Code prior to the date such benefit would be payable to the Participant
under the terms of the Plan, the Participant shall receive an interim
distribution from the Plan in a lump sum, made as soon as reasonably possible
after the Committee determines that the benefit is includible in income, in an
amount equal to the amount required to be included by the Participant in income
under Section 409A. In such event, the amount of the monthly benefit payable to
the Participant under the Plan shall be adjusted such that the combination of
the revised monthly benefit and interim distribution amount are Actuarially
Equivalent to the Participant's monthly benefit payable in the form of a Life
Annuity commencing at the Participant's Normal Retirement Date. In making such
equivalency computation, the amount of the Life Annuity commencing at the Normal
Retirement Date and the amount of the interim distribution shall both be
converted into a lump sum amount payable at the Normal Retirement Date and the
lump sum value of the interim distribution subtracted from the lump sum value of
the Life Annuity, with the remainder then being converted to a Life Annuity.

                                    SECTION 5
                                    FINANCING

     5.1. Financing of Benefits. Benefits shall be payable, when due, by the
Company, out of its current operating revenue to the extent not paid from a
trust created pursuant to Section 5.2. The Company's obligation to make payments
to the recipient when due shall be contractual


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in nature only, and participation in the Plan will not create in favor of any
Participant any right or lien against the assets of the Company. No benefits
under the Plan shall be required to be funded by a trust fund or insurance
contracts or otherwise.

     5.2. "Rabbi" Trust. In connection with this Plan, the Board may establish a
grantor trust (known as the "Anixter Inc. Executive Benefit Plan Trust") for the
purpose of accumulating funds to satisfy the obligations incurred by the Company
under this Plan (and such other plans and arrangements as determined from time
to time by the Company). At any time, the Company may transfer assets to the
Trust to satisfy all or part of the obligations incurred by the Company under
this Plan, in such amounts as may be determined in the sole discretion of the
Committee, subject to the return of such assets to the Company at such time as
determined in accordance with the terms of such Trust. Any assets of such Trust
shall remain at all times subject to the claims of creditors of the Company in
the event of the Company's insolvency; and no asset or other funding medium used
to pay benefits accrued under the Plan shall result in the Plan being considered
as other than "unfunded" under ERISA or the Code. Notwithstanding the
establishment of the Trust, the right of any Participant to receive future
payments under the Plan shall remain an unsecured claim against the general
assets of the Company.

                                    SECTION 6
                             BENEFICIARY DESIGNATION

     6.1. Designation of Beneficiary.

          (a) All Beneficiary designations shall be in writing and signed by the
     Participant. The designation shall be effective only if and when delivered
     to the Company during the lifetime of the Participant. The Participant also
     may change his Beneficiary or Beneficiaries by a signed, written instrument
     delivered to the Company during his life time. The payment of amounts shall
     be in accordance with the last unrevoked written designation of Beneficiary
     that has been signed and delivered to the Company during the life time of
     the Participant. All Beneficiary designations shall be addressed to the
     Secretary of Anixter Inc. and delivered to his office, and shall be
     processed as indicated in subsection (b) below by the Secretary or by his
     authorized designee.

          (b) The Secretary of Anixter Inc. (or his authorized designee) shall,
     upon receipt of the Beneficiary designation:

               (1) Ascertain that the designation has been signed and in proper
          form, and if it not, return it to the Participant for his signature
          or correction;

               (2) If signed and in proper form, stamp the designation
          "Received", indicate the date of receipt, and initial the designation
          in the proximity of the stamp.

          (c) Any Beneficiary Designation shall be void and of no effect if the
     designated Beneficiary predeceases the Participant.

     6.2. Ineffective Designation.


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          (a) If the Participant does not designate a Beneficiary, or if for any
     reason such designation is entirely ineffective, the amounts that otherwise
     would have been paid to the Beneficiary shall be paid to the Participant's
     estate as the alternate Beneficiary.

          (b) If a designation is effective in part and ineffective in part, to
     the extent that a designation is effective, distribution shall be made so
     as to carry out as closely as discernable the intent of the Participant,
     with result that only to the extent that a designation is ineffective shall
     distribution instead be made to the Participant's estate as an alternate
     Beneficiary.

     6.3. Simultaneous Death. If a Participant and Beneficiary die under
circumstances such that it is not possible to determine who died first, it is
presumed that the Participant survived the Beneficiary.

     6.4. Disclaimer. A Beneficiary may disclaim any benefit hereunder in
accordance with Internal Revenue Code Section 2518 and applicable state law.

                                    SECTION 7
                               GENERAL PROVISIONS

     7.1. Employment/Participation Rights.

          (a) Nothing in the Plan shall interfere with or limit in any way the
     right of the Company to terminate any Participant's employment at any time,
     nor confer upon any Participant any right to continue in the employ of the
     Company.

          (b) Nothing in the Plan shall be construed to be evidence of any
     agreement or understanding, express or implied, that the Company will
     continue to employ a Participant in any particular position or at any
     particular rate of remuneration.

          (c) No employee shall have a right to be selected as a Participant,
     or, having been so selected, to be selected again as a Participant.

          (d) Nothing in this Plan shall affect the right of a recipient to
     participate in and receive benefits under and in accordance with any
     pension, profit sharing, deferred compensation or other benefit plan or
     program of the Company. In addition, no payments under this Plan shall be
     deemed salary or other compensation to the Participant for the purpose of
     computing benefits to which the Participant may be entitled under any
     pension plan or other arrangements that the Company may have for the
     benefit of its employees.

     7.2. Nonalienation of Benefits.

          (a) No right or benefit under this Plan shall be subject to
     anticipation, alienation, sale, assignment, pledge, encumbrance, or change,
     and any attempt to anticipate, alienate, sell, assign, pledge, encumber or
     change the same shall be void; nor shall any such disposition be compelled
     by operation of law except to the extent required by law.


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          (b) No right or benefit under this Plan shall be subject to a
     Qualified Domestic Relations Order as the benefits payable under this Plan
     are not payable from a qualified plan as such term in used in the Code.

          (c) No right or benefit hereunder shall in any manner be liable for or
     subject to the debts, contracts, liabilities, or torts of the person
     entitled to benefits under the Plan.

          (d) If any Participant or Beneficiary hereunder should become bankrupt
     or attempt to anticipate, alienate, sell, assign, pledge, encumber, or
     change any right or benefit hereunder, then such right or benefit shall, in
     the discretion of the Committee, cease, and the Committee shall direct in
     such event that the Company hold or apply the same or any part thereof for
     the benefit of the Participant or Beneficiary in such manner and in such
     proportion as the Committee may deem proper.

     7.3. Severability. If any particular provision of the Plan shall be found
to be illegal or unenforceable for any reason, the illegality or lack of
enforceability of such provision shall not affect the remaining provisions of
the Plan, and the Plan shall be construed and enforced as if the illegal or
unenforceable provision had not been included.

     7.4. No Individual Liability. It is declared to be the express purpose and
intention of the Plan that no liability whatsoever shall attach to or be
incurred by the shareholders, officers, or directors of the Company or any
representative appointed hereunder by the Company, under or by reason of any of
the terms or conditions of the Plan.

     7.5. Applicable Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Illinois except to the extent governed
by applicable Federal law.

     7.6. Successors. The provisions of the Plan shall bind and inure to the
benefit of Company and its successors and assigns. The term successors as used
herein shall include any corporate or other business entity that shall, either
by merger, consolidation, purchase or otherwise acquire all or substantially all
of the business and assets of the Company, and successors of any such
corporation or other business entity.

     7.7. Indemnity of Committee. To the maximum extent permitted by applicable
law, the Company shall indemnify, hold harmless and defend the Committee and the
Compensation Committee, each member of the Committee and the Compensation
Committee, any employee of the Company, or any individual acting as an employee
or agent of any of them (to the extent not indemnified or saved harmless under
any liability insurance or any other indemnification arrangement) from any and
all claims, losses, damages, liabilities, costs and expenses (including
attorneys' fees) arising out of any actual or alleged act or failure to act made
in good faith in connection with the Plans (or any related trust agreements),
including expenses reasonably incurred in the defense of any claim relating
thereto.

     7.8. Overpayment. If the Committee determines that any Participant or
Beneficiary receives any payment to which he or she is not entitled hereunder,
the Committee may seek recovery of such overpayment, plus interest.


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     7.9. Qualified Domestic Relations Order. If the Committee receives an order
purporting to be a qualified domestic relations order with respect to a
Participant's benefit under the Pension Plan, for purposes of determining the
Participant's Benefit Offset Amount, the benefit payable under such order shall
be considered a benefit payable to the Participant under the Pension Plan and
shall be combined with the Participant's actual benefit under the Pension Plan.
To the extent such order may also be given effect under the Excess Plan, the
benefit payable under such order shall also be considered a benefit payable to
Participant under the Excess Plan and shall be combined with the Participant's
actual benefit under the Excess Plan.

     7.10. Information to Company. The Company shall furnish to the Committee in
writing all information the Company deems appropriate for the Committee to
exercise its duties hereunder. Such information shall include but shall not be
limited to the names of all Participants and their Salary, date of birth,
employment, termination of employment, retirement, or death.

     7.11. Information to Participant. The Committee shall make available to
such Participant and Beneficiary for examination at the principal office of the
Company (or at such other location as may be determined by the Committee), a
copy of the Plan and such of its records or copies thereof as may pertain to the
benefits of such Participant or Beneficiary.

                                    SECTION 8
                 PLAN ADMINISTRATION, AMENDMENT AND TERMINATION

     8.1. In General. The Plan shall be administered by the Committee, which
shall have the sole authority to construe and interpret the terms and provisions
of the Plan and determine the amount, manner and time of payment of any benefits
hereunder. The Committee shall maintain records, make the requisite calculations
and disburse payments hereunder, and its interpretations, determinations,
regulations and calculations shall be final and binding on all persons and
parties concerned. The Committee may adopt such rules as it deems necessary,
desirable or appropriate in administering the Plan and the Committee may act at
a meeting, in a writing without a meeting, or by having actions otherwise taken
by a member of the Committee pursuant to a delegation of duties from the
Committee. No member of the Committee may act, vote, or otherwise influence a
decision of the Committee specifically relating to his benefits, if any, under
the Plan.

     8.2. Claims Procedure. If the Committee denies a benefit, in whole or in
part, it shall advise the Participant or Beneficiary, as applicable, of (i) the
specific basis or bases for the denial (ii) references to the specific Plan
provisions upon which the denial is based (iii) a description of any additional
material or information that the Participant or Beneficiary needs to process the
claim, and an explanation of why that material or information is necessary; and
(iv) a statement of the Plan's appeal procedures as hereinafter set forth. Any
person dissatisfied with the Committee's determination of a claim for benefits
hereunder must file a written request for reconsideration with the Committee
within 60 days of the denial by the Committee. Such person has the right to
request, free of charge, and obtain copies of all documents, records, and other
information that was relied upon by the Committee in denying such person's
benefits or was submitted, considered, or generated in the course of making the
benefit denial, regardless of whether it was used in denying the claim. This
request must include a written explanation


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setting forth the specific reasons for such reconsideration. The Committee shall
review its determination within 60 days, plus an extension for an additional 60
days in special circumstances, and render a written decision with respect to the
claim, setting forth the specific reasons for such denial written in a manner
calculated to be understood by the claimant. Such claimant shall be given a
reasonable time within which to comment, in writing, to the Committee with
respect to such explanation. The Committee shall review its determination
promptly and render a written decision with respect to the claim. Such decision
upon matters within the scope of the authority of the Committee shall be
conclusive, binding, and final upon all claimants under this Plan. No claimant
may bring any action challenging a decision of the Committee at any time more
than one year after the final written decision of the Committee is rendered.

     8.3. Finality of Determination. The determination of the Committee as to
any disputed questions arising under this Plan, whether of law or of fact, or
mixed questions of law and fact, including questions of construction and
interpretation, shall be final, binding, and conclusive upon all persons.

     8.4. Delegation of Authority. The Committee may, in its discretion,
delegate its duties to an officer or other employee of the Company, or to a
committee composed of officers or employees of the Company.

     8.5. Expenses. The cost of payment from this Plan and the expenses of
administering the Plan shall be borne by the Company.

     8.6. Tax Withholding. The Company shall have the right to deduct from all
payments made from the Plan any federal, state, or local taxes required by law
to be withheld with respect to such payments.

     8.7. Incompetency. Any person receiving or claiming benefits under the Plan
shall be conclusively presumed to be mentally competent and of age until the
Company receives written notice, in a form and manner acceptable to it, that
such person is incompetent or a minor, and that a guardian, conservator,
statutory committee or other person legally vested with the care of his estate
has been appointed. In the event that the Company finds that any person to whom
a benefit is payable under the Plan is unable to properly care for his affairs,
or is a minor, then any payment due (unless a prior claim therefore shall have
been made by a duly appointed legal representative) may be paid to the spouse, a
child, a parent, or a brother or sister, or to any person deemed by the Company
to have incurred expense for the care of such person otherwise entitled to
payment.

     In the event a guardian or conservator or statutory committee of the estate
of any person receiving or claiming benefits under the Plan shall be appointed
by a court of competent jurisdiction, payments shall be made to such guardian or
conservator or statutory committee provided that proper proof of appointment is
furnished in a form and manner suitable to the Company. Any payment made under
the provisions of this Section 8.7 shall be a complete discharge of liability
therefore under the Plan.


                                       12

<PAGE>

     8.8. Action by Company. Any action required or permitted to be taken
hereunder by the Company or its Board shall be taken by the Board, or by any
person or persons authorized by the Board.

     8.9. Notice of Address. Any payment made to a Participant or a Beneficiary
at the last known post office address of the distributee on file with the
Company, shall constitute a complete acquittance and discharge to the Company
and any director, officer or employee including, without limitation, members of
the Committee with respect thereto, unless the Company shall have received prior
written notice of any change in the condition or status of the distributee.
Neither the Company nor any director, officer or employee including, without
limitation, members of the Committee shall have any duty or obligation to search
for or ascertain the whereabouts of the Participant or the Beneficiary.

     8.10. Amendment and Termination. The Plan may be amended, suspended or
terminated, in whole or in part, by the Board, but no such action shall
retroactively reduce the benefits under the Plan which have accrued prior to the
effective date of such action. Following any such termination, benefits may be
paid out under the Plan only to the extent expressly permitted under Section
409A or the Code and only to the extent such termination is implemented in
accordance with Section 409A of the Code. In addition, the Committee shall have
concurrent authority to make technical and/or clarifying amendments to the Plan
or amendments that either have no cost effect on the Company or an effect that
is not reasonably expected to exceed $10,000, plus any correlative modifications
thereto.

     IN WITNESS WHEREOF, the Company has caused this Amended and Restated
Anixter Inc. Supplemental Executive Retirement Plan to be executed by its duly
authorized officer as of this 9th day of January, 2006 to be effective as of
January 1, 2006.

                                        Anixter Inc.


                                        By: /s/ Samuel Zell
                                            ------------------------------------
                                        Title: Authorized Agent

ATTEST:


/s/ John A. Dul
-------------------------------------
Secretary


                                    13

<PAGE>

Consent of Participants

The undersigned Participants acknowledge and agree that (i) this Amendment and
Restatement is effective with respect to them, (ii) their benefits under the
Plan shall be determined under and in accordance with this Amendment and
Restatement and (iii) this Amendment and Restatement has been duly authorized
and adopted in accordance with Section 8.10 of the Plan.


                                        /s/ Robert Grubbs, Jr.
                                        ----------------------------------------
                                        Robert Grubbs, Jr.


                                        /s/ Dennis Letham
                                        ----------------------------------------
                                        Dennis Letham


                                       14

<PAGE>

                                  ANIXTER INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                    EXHIBIT A

                      APPLICABLE FORMULA FOR NORMAL BENEFIT
                    ELIGIBLE EMPLOYEES AS OF JANUARY 1, 2006

<TABLE>
<S>                               <C>
Eligible Employee:                Robert Grubbs, Jr.

Normal Retirement Date:           First day of the month following 65th birthday

Target Benefit:                   Monthly Life Annuity benefit equal to fifty
                                  percent (50%) of Final Average Compensation
                                  commencing at Normal Retirement Date

Benefit Offset:                   Benefit Offset Amount determined under Plan

Normal Benefit:                   Target Benefit less Benefit Offset

Normal Benefit                    54
Commencement Age
Reduction:                        Normal Benefit to be actuarially reduced
                                  (using the same assumptions as provided under
                                  the Anixter Inc. Pension Plan) for
                                  commencement prior to age 65

Minimum Normal Benefit            $45,833.33 per month less monthly Benefit
                                  Offset amount without reduction for payment
                                  commencing prior to Normal Retirement Date

Benefit Offset to Minimum         Benefit Offset used for Normal Benefit
Normal Benefit                    computation actuarially reduced by the
                                  actuarially equivalent reduction factor that
                                  would be used to determine the amount of the
                                  benefit at commencement date that is
                                  Actuarially Equivalent to the Normal Benefit
                                  at the Normal Retirement Date.

Eligible Employee:                Dennis Letham

Normal Retirement Date:           First day of the month following 65th birthday

Target Benefit:                   Monthly Life Annuity benefit equal to fifty
                                  percent (50%) of Final Average Compensation
                                  commencing at Normal Retirement Date

Benefit Offset:                   Benefit Offset Amount determined under Plan
</TABLE>


                                      A-1

<PAGE>

<TABLE>
<S>                               <C>
Normal Benefit:                   Target Benefit less Benefit Offset

Normal Benefit                    65
Commencement Age
Reduction:                        Normal Benefit to be actuarially reduced
                                  (using the same assumptions as provided under
                                  the Anixter Inc. Pension Plan) for
                                  commencement prior to age 65

Minimum Benefit:                  None
</TABLE>


                                       2