Exhibit 10(i)

March 8, 2011

(Effective January 1, 2011)

 

**MANAGEMENT INCENTIVE PLAN**

**1.****    **GENERAL 

**1.1.**     The purpose of the Management Incentive Plan (MIP) is to focus management attention on the planning and execution of activities that are critical to Graybar's success and to reward individuals and units that contribute to improved corporate performance. 

**1.2.**     The manner in which MIP is determined and distributed to participants is set forth in this Instruction. 

**1.3.**     This plan shall be referred to as the Management Incentive Plan or MIP; however, since it covers Corporate, District, and Branch participants, it may be helpful to refer to the Corporate, District, or Branch Incentive portion of the plan when discussing specific units or report measurements. 

**2.****    **PARTICIPATION IN THE PLAN 

**2.1.**     Employees who are in positions that have MIP Guideline Incentives (as defined in the Company compensation structure) are eligible to participate in the plan and to receive an annual Incentive Award payment, with the following exceptions and limitations: 

**2.1.1.**      To qualify for an Incentive Award for any calendar year, the employee must remain in the service of the Company through December 31 of that calendar year. If an employee terminates before December 31, that employee will forfeit his/her MIP payment for that year. Payment of the employee's salary through the last day of employment with the Company fully discharges the Company's obligation with respect to compensation. Exceptions will be made in the event of death or retirement on a Service Pension. 

**2.1.2.     **If the employee is absent from work during the incentive year in excess of 22 working days, the District Vice President will submit a recommendation to the President through the Senior Vice President or appropriate Officer as to whether any or all of the excess absence should be included in the computation of the employee's Incentive Award. Applicable legal regulations and requirements****will be followed. 

**2.1.3.**      An employee who ceases to be a participant because of demotion or leaves of absence during the calendar year will have no claim to an Incentive Award, except for the period of active participation during the incentive year, or as granted in accordance with paragraph 2.1.2.   

**2.1.4.**      Participants in MIP are eligible to earn an Incentive Award beginning with the first day of assignment. 

**2.1.4.1.**       Employees, who participate in MIP and whose job/position assignment changes, will continue participation in their former position through the last day of assignment and begin MIP participation in the new position on the first day of reassignment. 

**2.1.5.**      In cases of death or retirement on a Service Pension, MIP will be based on eligible compensation earned prior to the effective date of the applicable event. 

**3.**     DETERMINATION OF INCENTIVE AWARDS 

**3.1.**     Each member's Guideline Incentive will be expressed in dollars computed by multiplying the member's guideline percentage (indicated in the Company compensation structure) by the member's eligible annual base salary earningsfor the incentive year. MIP employees receiving overtime will have MIP based on eligible base pay and overtime earnings. Actual incentives paid may vary from Guideline Incentive amounts based on the performance of the Branch, District, or Corporation. 

**3.2.**     Incentive Awards described in paragraph 5 will be based on individual guideline incentives and the performance of the employee's organizational unit. For Branch participants, the organizational unit will be the Branch including its Sub-Branch(es) or Branch group. Branch, District, and Corporate participants will be compensated under the Management Incentive Plan as outlined in the following paragraphs.  

**3.3.**     Participants having responsibility in more than one District or Branch will have their Guideline Incentive allocated to Districts or Branches based on either budgeted sales or as directed by the District Vice President or appropriate Officer. (See paragraph 5.4.)   

 

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