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                                                                   EXHIBIT 10.1








                                  ANIXTER INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                                 EFFECTIVE AS OF
                                 AUGUST 4, 2004


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                                  ANIXTER INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                      SECTION 1. ESTABLISHMENT OF THE PLAN


1.1      Establishment of the Plan.  Anixter Inc. (the "Corporation") hereby
         establishes the ANIXTER INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
         (the "Plan") effective as of August 4, 2004.

1.2      Description of the Plan. This 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.

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 Corporation
         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 shall have
         the respective meanings set forth below, unless otherwise expressly
         provided herein or unless a different meaning is plainly required by
         the context, and when the defined meaning is intended, the term is
         capitalized. Other terms used herein without definition shall have the
         meanings ascribed to them in the Anixter Inc. Pension Plan as amended
         and restated from time to time or, if no such meaning is ascribed, the
         meanings attributed to them by the Committee in its reasonable
         discretion.

         (a)      "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.

         (b)      "Board" means the Board of Directors of the Corporation.

         (c)      "Cause" has the meaning set forth in any employment or other
                  written agreement between the Participant and the Company. If
                  there is no employment or other written agreement between the
                  Participant and the Company, or if such agreement does not
                  define "Cause," then "Cause" shall mean the Participant's:

                  (1)      repeated material failure to follow appropriate
                           instructions;



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                  (2)      material breach of his fiduciary obligations to the
                           Company; or

                  (3)      commission of dishonest acts that in the reasonable
                           judgment of the Company makes the continuation of
                           Participant's employment inappropriate.

                  In the absence of anything to the contrary contained in a
                  Participant's employment agreement (if any), the Committee has
                  the discretion to determine, in good faith, from all the facts
                  and circumstances reasonably available to it, whether Cause
                  exists.

         (d)      "Committee" means the Anixter Inc. Employee Benefits
                  Administrative Committee.

         (e)      "Company" means the Corporation and any subsidiaries of the
                  Corporation and their successor(s) or assign(s) that adopt
                  this Plan with the approval by resolution of the Board.

         (f)      "Compensation Committee" means the Anixter International Inc.
                  Compensation Committee.

         (g)      "Corporation" means Anixter Inc., a Delaware corporation, or
                  any successor thereto.

         (h)      "Eligible Employee" means an Employee who is so designated by
                  the Committee and approved by the Compensation Committee.

         (i)      "Employee" means a person who is actively employed by the
                  Company and who falls under the usual common law rules
                  applicable in determining the employer-employee relationship.

         (j)      "Life Annuity" means an annuity that is paid to the retired
                  Participant for as long as he lives and which does not provide
                  any payments to a Beneficiary. The amount of this annuity is
                  determined by the benefit formula in Section 4.

         (k)      "Monthly Salary" means the Salary paid to the Participant
                  during the applicable month. Monthly Salary shall be based
                  upon the Salary paid for completed months.

         (l)      "Normal Retirement Date" means the first of the month
                  coincident with or next following the attainment of the
                  Participant's sixty-fifth birthday, unless otherwise specified
                  by the Committee.

         (m)      "Participant" means any Eligible Employee who is participating
                  in the Plan in accordance with the provisions herein set
                  forth.

         (n)      "Plan" means this plan, the Anixter Inc. Supplemental
                  Executive Retirement Plan.


                                       2

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


         (p)      "Present Value" means the commuted present value lump sum of
                  any amounts owed at the time of any such calculation (using
                  the mortality assumptions used for the calculation of benefits
                  under the Anixter Inc. Pension Plan), which shall be
                  discounted to present value at a reasonable interest rate as
                  determined by the Committee (or its designee) in its sole
                  discretion.

         (q)      "Qualified Pension Benefit" means the Participant's Normal
                  Form Life Annuity benefit payable from the Anixter Inc.
                  Pension Plan.

         (r)      "Retirement" means any termination of employment with the
                  Company, other than termination by the Company for Cause, on
                  or after attaining his or her Normal Retirement Date or, with
                  respect to any Participant, the Committee has determined in
                  its sole discretion that such Participant is no longer
                  regularly engaged in the provision of services to the Company,
                  regardless of the Participant's payroll status.

         (s)      "Retirement Date" means the first day of the month coincident
                  with or next following the date when a Participant retires
                  after attaining his or her Normal Retirement Date.

         (t)      "Salary" means the remuneration paid to a Participant during a
                  Plan Year, including overtime, regular bonus amounts or
                  commissions in lieu of regular bonus amounts, before reduction
                  for amounts deferred pursuant to any plan of the Corporation
                  (including, without limitation, any tax-qualified or
                  non-qualified plans of deferred compensation and any cafeteria
                  plans, as defined in section 125 of the Internal Revenue
                  Code), but excluding special performance bonus amounts,
                  signing and relocation bonuses, extraordinary commissions, any
                  amounts or payments received from a nonqualified deferred
                  compensation plan, stock option, phantom stock option or
                  similar long-term incentive plan maintained by the Company,
                  severance pay, and other extraordinary payments.

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. An Employee must be designated by the Committee and
         approved by the Compensation Committee for participation in this Plan
         to become eligible to receive Benefits.

                                       3


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3.2      Reemployment of Former Participant. Notwithstanding any provision of
         the Plan to the contrary, any person reemployed as an Employee who
         previously participated in and received benefits under the Plan shall
         not be eligible to participate again in the Plan. Furthermore, any
         payments or future rights to payments under the Plan made or to be made
         with respect to such Participant shall not be discontinued on account
         of such reemployment.


                               SECTION 4. BENEFITS

4.1      Normal Benefit. A Participant who is eligible for Retirement or Vested
         Termination Benefits will receive from the Plan on a monthly basis a
         Life Annuity commencing on the later of his Normal Retirement Date or
         his Retirement Date equal to his Applicable Formula contained in
         Exhibit A. Exhibit A shall be updated as necessary to reflect Committee
         recommendations which are approved by the Compensation Committee.

4.2      Deferred Retirement. The Deferred Retirement Benefit shall be
         calculated according to Section 4.1, with the Life Annuity commencement
         on the first of the month coincident with or next following the
         Participant's Retirement Date.

4.3      Vested Termination. Unless otherwise provided in Section 4.1, if a
         Participant Retires or his or her employment terminates for any reason
         other than Cause, with at least five (5) years of service and after
         attaining fifty-five (55) years of age, he is eligible for Vested
         Benefits. The Vested Benefit shall be calculated according to Section
         4.1.

4.4      Optional Payment Forms.  The Normal Form of benefit will be the Life
         Annuity form commencing on the Participant's Normal Retirement Date.
         The Participant may elect one of the following Optional Payment
         Forms.

         (a)      Early Commencement of Benefits. A Participant who is at least
                  fifty-five (55) years of age may elect to have his benefit
                  commence prior to his Normal Retirement Date. Such benefit
                  shall be adjusted to be actuarially equivalent to his Normal
                  Benefit.

         (b)      50% Joint and Survivor Annuity. A Participant may elect to
                  have his benefit paid in the form of a 50% Joint and Survivor
                  Annuity. 50% Joint and Survivor Annuity shall mean an annuity
                  which is paid to the retired Participant with a survivor
                  annuity paid during the life of the surviving spouse or
                  non-spouse Beneficiary after the Participant's death. The
                  annuity must be the actuarial equivalent of the Life Annuity
                  for that Participant. The amount of the survivor annuity shall
                  be fifty percent (50%) of the Participant's benefit.

4.5      Pre-Retirement Death Benefits. A Participant who dies will not receive
         special benefits on account of death. Such a Participant may receive
         benefits only if he qualifies for reasons other than death.


                                       4

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         If a Participant dies after meeting the requirements for Vested
         Termination, either while employed or after termination of employment
         but prior to the commencement of benefit payments, his Beneficiary will
         be entitled to receive a survivor's benefit. The amount of the benefit
         payable would be the same amount that would be 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.

4.6      Disability Benefits.  A Participant who has been disabled will not
         receive special benefits on account of disability. Such a Participant
         may receive benefits only if he qualifies for reasons other than
         disability.

4.7      Forfeiture of Benefits.  Notwithstanding anything in this Plan to the
         contrary, the Corporation's obligations to make the payments hereunder
         are conditioned upon the following:

         (a)      The Participant shall have continued in the active employ of
                  the Corporation until such time as he is otherwise entitled to
                  benefits under Section 4.

         (b)      The Participant's employment with the Company shall not have
                  been terminated for Cause, or grounds discovered after
                  termination of employment that would have led to termination
                  for Cause.

         If the Participant fails to satisfy the foregoing conditions, the
         Corporation's obligations hereunder shall cease.


                              SECTION 5. FINANCING

5.1      Financing of Benefits. Benefits shall be payable, when due, by the
         Corporation, out of its current operating revenue to the extent not
         paid from a trust created pursuant to Section 5.2. The Corporation's
         obligation to make payments to the recipient when due shall be
         contractual 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 Corporation. 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 Corporation under this Plan (and such other
         plans and arrangements as determined from time to time by the
         Corporation). At any time, the Corporation may transfer assets to the
         Trust to satisfy all or part of the obligations incurred by the
         Corporation under this Plan, as determined in the sole discretion of
         the Committee, subject to the return of such assets to the Corporation
         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 Corporation in the event of the
         Corporation'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. Notwithstanding the
         establishment of


                                       5
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         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 Corporation.


                       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 Corporation during the lifetime of
                  the Participant. The Participant also may change his
                  Beneficiary or Beneficiaries by a signed, written instrument
                  delivered to the Corporation. The payment of amounts shall be
                  in accordance with the last unrevoked written designation of
                  Beneficiary that has been signed and delivered to the
                  Corporation. 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
                           if it has not been, return it to the Participant for
                           his signature;

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

         (c)      Death of his Beneficiary prior to the Participant's date of
                  retirement shall void the selection involving that
                  Beneficiary. The Participant shall be immediately required to
                  make a different selection of payment form or to name another
                  Beneficiary.

6.2      Ineffective Designation.

         (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

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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. If any
                  Participant's employment is terminated for any reason and he
                  is not then entitled to benefits in accordance with Section 4,
                  nothing shall be paid to such Participant or his
                  Beneficiary(ies) under this Plan.

         (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.

         (b)      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.


                                       7

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         (c)      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 Corporation 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
         Corporation or any representative appointed hereunder by the
         Corporation, 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, each member of the 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.

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 Plan, to the extent
         possible it shall attempt to have such benefit assigned from the
         Anixter Inc. Pension 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


                                       8

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         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 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.

                                       9

<PAGE>




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 Corporation.

8.6      Tax Withholding. The Corporation 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 Corporation 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 Corporation 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 Corporation 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 Corporation. Any payment made under the provisions of
         this Section 8.7 shall be a complete discharge of liability therefore
         under the Plan.

8.8      Action by Corporation. Any action required or permitted to be taken
         hereunder by the Corporation 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 to his
         surviving Spouse at the last known post office address of the
         distributee on file with the Corporation, shall constitute a complete
         acquittance and discharge to the Corporation and any director, officer
         or employee including, without limitation, members of the Committee
         with respect thereto, unless the Corporation shall have received prior
         written notice of any change in the condition or status of the
         distributee. Neither the Corporation nor any director, officer or
         employee including, without limitation, members of the Committee

                                       10

<PAGE>




         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 of Directors, but no such
         action shall retroactively reduce the benefits under the Plan which
         have accrued prior to the effective date of such action.
         Notwithstanding the foregoing, a transfer of benefits provided
         hereunder and a concomitant transfer of liabilities to the Anixter Inc.
         Pension Plan shall not be regarded as an amendment reducing the
         benefits accrued under the Plan for any Participant. In addition, the
         Committee has 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.

8.11     Savings Clause. Notwithstanding anything to the contrary contained
         herein, if (i) the Internal Revenue Service (IRS) prevails in its claim
         that all or a portion of the amounts contributed to the Plan, and/or
         earnings thereon, constitute taxable income to a Participant or
         beneficiary for any taxable year that is prior to the taxable year in
         which such contributions and/or earnings are actually distributed to
         such Participant or beneficiary, (ii) the U.S. Department of Labor
         (DOL) prevails in its claim that the Trust prevents the Plan from
         meeting the "unfunded" criterion of the exceptions to various
         requirements of Title I of ERISA for plans that are unfunded and
         maintained primarily for the purpose of providing deferred compensation
         for a select group of management or highly compensated employees, or
         (iii) legal counsel selected by the Committee advises the Committee
         that the IRS or DOL would likely prevail in such claim, the
         Participant's Account balance shall be immediately distributed to the
         Participant or beneficiary. For purposes of this Section, the IRS or
         DOL shall be deemed to have prevailed in a claim if such claim is
         upheld by a court of final jurisdiction, or if the Committee, based
         upon the advice of legal counsel selected by the Committee, fails to
         appeal a decision of the IRS or DOL, or a court of applicable
         jurisdiction, with respect to such claim, to an appropriate IRS or DOL
         appeals authority or to a court of higher jurisdiction within the
         appropriate time period.

8.12     Transfer of Benefits. Notwithstanding anything contained herein to the
         contrary, the Committee has the authority to provide that the benefits
         of one or more Participants shall be provided from and the liabilities
         attributable to such benefits shall be transferred to the Anixter Inc.
         Pension Plan. Upon such transfer being effected, the benefits of the
         affected Participants shall cease to be payable under the Plan.

                                       11

<PAGE>





                              SECTION 9. EXECUTION


         IN WITNESS WHEREOF, the Company has caused this Anixter Inc.
Supplemental Executive Retirement Plan to be executed by its duly authorized
officer this 4th day of August 2004, to be effective as of August 4, 2004.


                                       Anixter Inc.



                                       By:
                                          -----------------------------


                                       Title:
                                             --------------------------




 ATTEST:

 -----------------------------
 Secretary




                                       12
<PAGE>
                                  ANIXTER INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                   EXHIBIT A

                     APPLICABLE FORMULA FOR NORMAL BENEFIT

                    ELIGIBLE EMPLOYEES AS OF AUGUST 4, 2004

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

Normal Retirement Date:                          54th birthday

Target Benefit (at age 65):                      Monthly benefit equal to fifty percent (50%) of Final Average Salary*

Benefit Offsets:                                 (a)  Normal Benefit Life Annuity payable from the Anixter Inc. Pension Plan
                                                 and the Anixter Inc. Excess Benefit Plan, plus (b) fifty percent (50%) of
                                                 Primary Social Security Benefit

Normal Benefit (at age 65):                      Target Benefit less Benefit Offsets

Reduction:                                       Actuarially reduced (using the same assumptions as provided under the
                                                 Anixter Inc. Pension Plan) for commencement prior to age 65, subject to a
                                                 minimum Normal Benefit of $550,000 per year ($45,833.33 per month)


Eligible Employee:                               Dennis Letham

Normal Retirement Date:                          65th birthday

Target Benefit (at age 65):                      Monthly benefit equal to fifty percent (50%) of Final Average Salary*

Benefit Offsets:                                 (a)  Normal Benefit Life Annuity payable from the Anixter Inc. Pension Plan
                                                 and the Anixter Inc. Excess Benefit Plan, plus (b) fifty percent (50%) of
                                                 Primary Social Security Benefit

Normal Benefit (at age 65):                      Target Benefit less Benefit Offsets

Reduction:                                       Actuarially reduced (using the same assumptions as provided under the
                                                 Anixter Inc. Pension Plan) for commencement prior to age 65

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* "Final Average Salary" means the highest obtainable average of Monthly Salary
which can be derived from the Monthly Salary earned during any sixty (60)
consecutive calendar months in the one hundred twenty (120) calendar months
prior to the month in which the Participant terminates employment for any
reason, including his death or retirement. If the Participant has completed
fewer than sixty (60) calendar months of employment, the average shall be based
upon all calendar months of service prior to his termination of employment.