exv10w1






EXHIBIT 10.1




ANIXTER INC. EXCESS BENEFIT PLAN




—CONFIDENTIAL—



Excess Benefit Plan

January 1, 2011





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ANIXTER INC. EXCESS BENEFIT PLAN




AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2011


Anixter Inc. (the “Company”) established the Anixter Bros., Inc. Excess Benefit Plan effective as
of August 1, 1985, which was in 2009 restated and renamed to Anixter Inc. Excess Benefit Plan (the
“Excess Plan”). The purpose of the Excess Plan is to provide the benefits which designated
participants in the Anixter Inc. Pension Plan as Amended and Restated Effective January 1, 2011
(the “Pension Plan”) would have received under the Pension Plan except for the maximum benefit
limitations prescribed by the Pension Plan and the Internal Revenue Code of 1986, as amended (the
“Code”).



Prior to 2011, only certain designated employees who are entitled to receive a pension benefit
under the benefit formula set forth in section 7.01(a) of the Pension Plan participated in the
Excess Plan. Effective January 1, 2011, certain designated employees who are entitled to receive a
pension benefit under the benefit formula set forth in section 7.01(c) of the Pension Plan will
also participate in the Excess Plan.




     1. Definitions:




	 	(a)	 	“Actuarially Equivalent” shall have the meaning ascribed in section 1.01 of the
Pension Plan.
	 
	 	(b)	 	“Beneficiary” shall have the meaning ascribed in section 1.03 of the Pension
Plan.
	 
	 	(c)	 	“Benefit Limitations” shall mean the limitations prescribed by sections 415 and
401(a)(17) of the Code and relevant provisions of the Pension Plan in the calculation of
retirement benefits under the Pension Plan.
	 
	 	(d)	 	“Board” shall mean the Board of Directors of the Company.
	 
	 	(e)	 	“Committee” shall mean the Anixter Inc. Employee Benefits Administrative Committee.
	 
	 	(f)	 	“Disability” shall mean, consistent with the requirements of Code Section 409A,
that the Participant is (i) unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous period of not less than
twelve (12) months; (ii) by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, receiving income replacement
benefits for a period of not less than three (3) months under an accident and health plan
covering employees of the Company; or (iii) determined to be totally disabled by the
Social Security Administration or the Railroad Retirement Board.





Excess Benefit Plan

January 1, 2011





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	 	(g)	 	“Hypothetical Personal Retirement Account” shall have the meaning ascribed in
section 7.01(c) of the Pension Plan.
	 
	 	(h)	 	“Hypothetical Personal Retirement Account Contribution” shall have the meaning
ascribed in section 7.01(c) of the Pension Plan.
	 
	 	(i)	 	“Hypothetical Personal Excess Benefit Account” shall mean a hypothetical
bookkeeping account maintained by the Company on behalf of each Section 7.01(c)
Participant reflecting credits and adjustments as set forth under the Excess Plan.
	 
	 	(j)	 	“Initial Participation Year” shall mean, with respect to a Section 7.01(c)
Participant, the Plan Year in which such Participant is designated by the Board as a
Participant in the Excess Plan.
	 
	 	(k)	 	“Joint and Survivor Annuity” shall mean a monthly annuity that is paid to the
retired Participant with a survivor annuity paid during the life of the surviving spouse
or nonspouse Beneficiary after the Participant’s death.
	 
	 	(l)	 	“Life Annuity” shall mean a monthly annuity that is paid to the retired Participant
for as long as he lives and which does not provide for any payments to a Beneficiary
following the Participant’s death.
	 
	 	(m)	 	’’Normal Retirement Date” shall mean the first day of the month coincident with or
next following a Participant’s sixty-fifth (65th) birthday.
	 
	 	(n)	 	“Participant” shall mean an employee of the Company who participates in the Excess
Plan.
	 
	 	(o)	 	“Plan Year” shall mean calendar year.
	 
	 	(p)	 	“Retirement” shall mean a Participant’s Separation from Service which occurs on or
after his attainment of age fifty-five (55).
	 
	 	(q)	 	“Section 7.01(a) Participant” shall mean a Participant who is entitled to receive a
benefit under the benefit formula set forth in section 7.01(a) of the Pension Plan.
	 
	 	(r)	 	“Section 7.01(c) Participant” shall mean a Participant who is entitled to receive a
benefit under the benefit formula set forth in section 7.01(c) of the Pension Plan.
	 
	 	(s)	 	“Separation from Service” shall have the meaning as defined under Treasury
Regulation § 1.409A-1(h)(1)(i).
	 
	 	(t)	 	“To Vest” or “To Be Vested” shall have the same meaning ascribed in section 1.40 of
the Pension Plan.





Excess Benefit Plan

January 1, 2011





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     2. Eligibility and Participation: An employee of the Company shall be a participant in
and entitled to benefits under the Excess Plan if




	 	(a)	 	He is a participant in the Pension Plan, and
	 
	 	(b)	 	He is designated as a Participant in this Excess Plan by the Board.





     3. Amount of’ Benefit:




	 	(a)	 	With respect to a Section 7.01(a) Participant, the amount of the benefit under the
Excess Plan shall be the amount by which (i) below exceeds (ii) below:






	 	(i)	 	The amount of the benefit which the Participant or
his or her Beneficiary would have been entitled to receive under the
Pension Plan






	 	A.	 	without regard to the Benefit Limitations
and
	 
	 	B.	 	without regard to the additional benefit
described in Supplement 3 and subsequent Supplements to the Pension
Plan, if any.






	 	(ii)	 	The amount of the benefit which the Participant or
his or her Beneficiary is entitled to receive under the Pension Plan,
including the additional benefit described in Supplement 3 and subsequent
Supplements to the Pension Plan.






	 	(b)	 	With respect to a Section 7.01(c) Participant, the amount of the benefit under the
Excess Plan shall be the balance of his or her Hypothetical Personal Excess Benefit
Account reduced, but not below zero, by the additional amounts credited to the
Hypothetical Personal Retirement Account, if any, listed in Supplement 3 and subsequent
Supplements to the Pension Plan.
	 
	 	 	 	For purposes of this section, “Pay Credit” shall mean, with respect to a Section 7.01(c)
Participant for a Plan Year, an amount equal to the excess, if any, of (i) below over
(ii) below:






	 	(i)	 	The Hypothetical Personal Retirement Account
Contribution to which such Participant would have been entitled under the
Pension Plan for such Plan Year if such Hypothetical Personal Retirement
Account Contribution were assumed to be calculated






	 	A.	 	using the definition of “Salary” under
section 1.35(a)(2) of the Pension Plan instead of the definition of
“Salary” under section 1.35(b) of the Pension Plan and
	 
	 	B.	 	without regard to the Benefit
Limitations.





Excess Benefit Plan

January 1, 2011






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	 	(ii)	 	The Hypothetical Personal Retirement Account
Contribution to which such Participant is in fact entitled under the
Pension Plan for such Plan Year.






	 	 	 	During the Initial Participation Year of a Section 7.01(c) Participant, there shall be
credited to the Participant’s Hypothetical Personal Excess Benefit Account an amount
equal to the sum of the Participant’s Pay Credit for each Plan Year that is among the
Plan Years from (i) the Plan Year in which the Participant was most recently hired or
the Plan Year commencing on January 1, 2011, whichever Plan Year is later, to (ii) the
Participant’s Initial Participation Year. During any Plan Year subsequent to the
Participant’s Initial Participation Year, there shall be credited to the Participant’s
Hypothetical Personal Excess Benefit Account an amount equal to his or her Pay Credit
for that subsequent Plan Year. The credits in this paragraph shall be applied as of the
last day of the Plan Year or as of such other times in the Plan Year as the Hypothetical
Personal Retirement Account Contribution is applied under the Pension Plan in such Plan
Year.
	 
	 	 	 	In January of each Plan Year commencing on or after January 1, 2011, there shall be
credited to the Hypothetical Personal Excess Benefit Account of each Section 7.01(c)
Participant an interest credit equal to an amount calculated by multiplying (i) by (ii)
below:






	 	(i)	 	The balance of the Participant’s Hypothetical
Personal Excess Benefit Account, if any, as of January 1 of the calendar
year preceding the year in which the interest credit is applied.
	 
	 	(ii)	 	The annual rate on 10-year Treasury securities as
of the last business day of the second calendar year preceding the year
in which the interest credit is applied.





     4. Benefit Payments with respect to Section 7.01(a) Participants: Any former Section
7.01(a) Participant who terminated employment with the Company on or before December 31, 2004, was
fully vested in the Excess Plan and received no further accruals after that date shall have his
benefits payable at the same time and in the same manner and form as the benefits under the Pension
Plan. Benefit payments to all other Section 7.01(a) Participants shall be made as follows.




	 	(a)	 	Normal Benefit Commencement Date. Unless a Participant has made a timely election
under subsection (b) below, the payment of benefits under the Excess Plan will commence
on the first day of the month coincident with or next following the date when a
Participant no longer performs services for the Company due to: (i) Retirement; (ii)
Disability; or (iii) if the Participant has made an election to receive his or her
benefits in the form of a 50% Joint and Survivor Annuity under subsection (c) below,
death. Notwithstanding anything herein to the contrary, in the event that a Participant
incurs a Separation from Service prior to obtaining age fifty-five (55), payment of his
benefit shall not commence until





Excess Benefit Plan

January 1, 2011





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	 	 	 	the later of the first day of’ the month coincident with or next following the date that
such Participant attains age sixty-five (65), or such other later date as provided
herein.






	 	(b)	 	Optional Benefit Commencement Date. A Participant may elect to delay the normal
benefit commencement date specified in subsection (a) above to commence on the first day
of any month after he no longer performs services for the Company due to an event
described in subsections (a)(i) through (a)(iii) above in accordance with this subsection
(b). If eligible to make an election under this subsection (b), a Participant may elect
to delay commencement of benefits to any permissible date up to his Normal Retirement
Date, and such Participant’s monthly benefit amount as of such commencement date shall be
adjusted so as to be Actuarially Equivalent to a Life Annuity (or Joint and Survivor
Annuity, if so elected) commencing on his Normal Retirement Date. To be effective, any
such election of an optional benefit commencement date must meet all of the following
requirements: (i) the election must be made not less than twelve (12) months prior to the
date benefits would have otherwise commenced; (ii) unless a payment relates to Disability
or death, the election must be made before the Participant attains age sixty (60), and
commencement of benefit payments must be deferred for a period of no less than five (5)
years from the date the benefit payments would otherwise have commenced; and (iii) the
election shall not take effect until at least twelve (12) months after the date on which
such election is made.
	 
	 	(c)	 	Form of Payment. The normal form of payment of benefits under the Excess Plan
shall be a Life Annuity. Notwithstanding the foregoing, a Participant may choose to
receive his benefits under the Excess 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.
	 
	 	(d)	 	Cash Out of Small Amounts. Notwithstanding the request of a Participant or
Beneficiary, if the present value of a Participant’s benefit as of his commencement date
is calculated to be less than the applicable dollar amount for elective deferrals under
Code Section 402(g)(l)(B) then in effect (as adjusted for cost-of-living increases under
Code Section 402(g)(4)), the Company shall distribute the Participant’s benefit in a lump
sum to the Participant or Beneficiary as soon as practicable on or after such
Participant’s commencement date.
	 
	 	(e)	 	Delay in Commencement for Specified Employees. Notwithstanding anything in this
Section 4 to the contrary, if a Participant is a “specified employee” within the meaning
of Section 409A(a)(2)(B)(i) of the Code as of the date he no longer





Excess Benefit Plan

January 1, 2011




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	 	 	 	performs services for the Company due to an event specified in subsections (a)(i)
through (a)(iii) above, no benefit shall be paid from the Excess Plan sooner than the
first day of’ the month that is at least six (6) months after such date. In such event,
the benefit shall be determined as if payments had commenced as originally provided
herein, and the first payment to the Participant shall include an amount equal to the
sum of periodic payments which would have been paid to such Participant but for the six
(6) month delay required by section 409A(a)(2)(B)(9) of the Code.






     5. Benefit Payments with respect to Section 7.01(c) Participants: Benefit payments
to all Section 7.01(c) Participants shall be made in a single sum on the first day of the
month coincident with or next following six (6) months after the Participant’s Separation
from Service due to (i) Retirement; (ii) Disability; (iii) death, or (iv) termination.
Notwithstanding the preceding sentence, a Section 7.01(c) Participant will not receive any
benefit under this Excess Plan unless he or she, as of the date of his or her Separation
from Service, is Vested in the pension benefit provided by the benefit formula set forth in
section 7.01(c) of the Pension Plan.



     6. Funding: The benefits under the Excess Plan shall be paid from the general assets
of the Company. The Company shall not be required to segregate any assets to be used for payment of
benefits under the Excess Plan.



     7. General Provisions:




	 	(a)	 	Employment Rights. The Excess Plan does not constitute a contract of employment
and participation in the Excess Plan will not give any employee the right to be retained
in the employment of the Company, or any right or claim to a benefit under the Excess
Plan unless specifically provided by the Excess Plan.
	 
	 	(b)	 	Interests Not Transferable. The interests of persons entitled to benefits under the
Excess Plan are not subject to their debts or other obligations and, except as may be
required by the tax withholding provision of the Code, or any state’s income tax act or
pursuant to compliance with a qualified domestic relations order pursuant to the Employee
Retirement Income Security Act of 1974, as amended, may not be voluntarily or
involuntarily transferred, assigned, alienated or encumbered.
	 
	 	(c)	 	Controlling Law. The internal laws of Illinois excepting any conflicts of law
provisions shall be controlling in all matters relating to the Excess Plan except to the
extent superseded by the laws of the United States.
	 
	 	(d)	 	Gender and Number. Where the context admits, words in the masculine gender shall
include the feminine gender, the singular shall include the plural and the plural shall
include the singular.






	 	 	Excess Benefit Plan


January 1, 2011




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	 	(e)	 	Action by Company. Any action required or permitted by the Company under the
Excess Plan shall be by resolution of its Board or any persons authorized by resolution
of its Board.
	 
	 	(f)	 	Interpretation. This Excess Plan shall be administered and interpreted by the
Board in its discretion or as delegated to the Committee, and all Participants shall be
bound by the decision of’ the Board or the Committee, which shall be final and
conclusive.





     8. Committee Administration:




	 	(a)	 	In General. The Excess Plan shall be administered by the Committee or any
successor thereto, which shall have the sole authority to construe and interpret the
terms and provisions of the Excess 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 Excess Plan and the Committee may act at a
meeting, in 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. 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. The
determination of the Committee as to any disputed questions arising under this Excess
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. 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 Excess Plan.
	 
	 	(b)	 	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 Excess 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 Excess 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 sixty (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.





Excess Benefit Plan

January 1, 2011





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	 	 	 	The Committee shall review its determination within sixty (60) days, plus an extension
for an additional sixty (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 decision upon
matters within the scope of the authority of the Committee shall be conclusive, binding,
and final upon all claimants under this Excess 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.






	 	(c)	 	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 it (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 Excess
Plan (or any related trust agreement), including expenses reasonably incurred in the
defense of any claim relating thereto.





     9. Amendment or Termination: The Company may amend or terminate the Excess Plan at any
time, except that, without the consent of any Participant in the Excess Plan, no such amendment or
termination shall reduce his right to receive any benefit accrued hereunder prior to the date of
such amendment or termination.



          IN WITNESS WHEREOF, the Company has caused this restatement of the Anixter Inc. Excess Benefit
Plan to be executed by its duly authorized officer as of this 20th day of April, 2011 to
be effective as of January 1, 2011.



	 	 	 	 	 
	 	Anixter Inc.

 	 
	 	By:  	/s/ Rodney A. Smith
 	 
	 	 	Rodney A. Smith 	 
	 	 	 	 
	 	Title: V.P. Human Resources

 	 



Excess Benefit Plan

January 1, 2011






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