AMENDED AND RESTATED

                         EXECUTIVE EMPLOYMENT AGREEMENT

         This  AMENDED  AND  RESTATED  EXECUTIVE   EMPLOYMENT   AGREEMENT  (this
"Agreement")  is made as of March  29,  2000 by and  between  Scott  C.  Anixter
("Executive") and ANICOM, INC., a Delaware corporation (the "Company").

                              PRELIMINARY RECITALS

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

         WHEREAS, Executive is currently employed by the Company as the Chairman
of the  Board of  Directors,  pursuant  to that  certain  Amended  and  Restated
Executive  Employment  Agreement,  dated  November 30, 1998,  by and between the
Company and Executive (the "Current Employment Agreement").

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

         WHEREAS,  the Company  and  Executive  desire to  continue  Executive's
employment  relationship with the Company in a new position as Chairman Emeritus
and Director of Strategic  Development,  all under the terms and  conditions set
forth herein.

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

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

         1.       Duties and Extent of Service.
                  ----------------------------

                  1.1  Duties.  The  Company  hereby  employs  Executive  as the
         Company's Chairman of the Board of Directors ("Chairman") until May 17,
         2000, and  thereafter  its Chairman  Emeritus and Director of Strategic
         Development, and Executive hereby accepts such employment and agrees to
         act in such capacities, all in accordance with the terms and conditions
         of this Agreement.  Subject to Section 7, during the Employment Period,
         Executive  will  perform  such duties as the Board of  Directors of the
         Company  ("Board") may  prescribe  from time to time,  consistent  with
         Executive's title.

                  1.2  Extent of  Service.  It is  understood  that  Executive's
         duties shall not require his full-time  attention.  However,  Executive
         agrees that during the Employment Period, he will devote as much of his
         business time and  attention as is  reasonably  required to fulfill his
         duties under this Agreement.  Notwithstanding the foregoing, nothing in
         this  Agreement  shall  preclude  Executive  from  devoting  reasonable
         periods of time and effort to (i)  charitable,  community  and personal
         activities,  (ii)  management of his personal  investment  assets,  and
         (iii) with the approval of the Board of Directors of the Company, which
         approval shall not be unreasonably  withheld,  serving as a director or
         advisor of any other business entity;  provided,  however, that in each
         case, such activity does not interfere in any material respect with the
         performance by Executive of his duties hereunder,  and does not violate
         Section 5 hereof.

                  1.3  Right  to  Become  a  Consultant.  The  parties  to  this
         Agreement acknowledge and agree that, at any time during the Employment
         Period,  Executive  may elect to become a  consultant  of the  Company,
         either directly or through an entity of which Executive is the majority
         owner,  rather than an employee of the Company.  In connection with any
         such  election,  Executive  may  transfer  all of his rights under this
         Agreement  to any such entity which will be  providing  such  services.
         Upon  any  such  election  by  Executive,   all  references  herein  to
         Executive's  employment  will be deemed to refer to the engagement as a
         consultant  of Executive  or the entity to which he has  assigned  this
         Agreement  and all  references  herein to  Executive  will be deemed to
         refer  to  Executive  or the  entity  to  which  he has  assigned  this
         Agreement, except that the covenants set forth in Section 5 shall refer
         to both  Executive and any such entity,  and the terms of Sections 4.3,
         4.4 and 4.6 shall  refer to  Executive  individually.  Furthermore,  if
         Executive  elects to become a  consultant,  he and the Company agree to
         abide by the following terms:

                           (a) it is understood that Executive will not have set
                  hours of work,  and will not be  required to be at the Company
                  for a particular number of hours during the day or week;

                           (b)  Executive  will not be  required to spend all of
                  his time performing services for the Company;

                           (c)  Executive  will hire,  supervise and pay his own
                  assistants,  supply  them with the  materials  they need to do
                  their work, and will be responsible for their results;

                           (d) the parties  acknowledge and agree that Executive
                  will be an  independent  contractor  and that no  employee  of
                  Executive shall be deemed an employee or agent of the Company;
                  the Company  shall  exercise no  supervision  or control  with
                  respect to the provision of any consulting services, except to
                  the  extent   that  the   Company   provides   specifications,
                  descriptions,  time  schedules,  or  goals  for  projects  and
                  exercises the right to evaluate Executive's work product under
                  this Agreement; and

                           (e)  Executive  will  pay all of his own  travel  and
                  business expenses, subject to reimbursement by the Company.

         2. Term.  Executive's employment under this Agreement shall commence on
April 1, 2000 and shall continue for a period of five (5) years (the "Employment
Period"),  subject to the termination  provisions set forth in Section 7. If, at
least  ninety (90) days before the  expiration  of any  Employment  Period,  the
Company gives  Executive a written offer to extend the  Employment  Period for a
subsequent term of at least three (3) years following the end of such Employment
Period on economic  terms not less  favorable to Executive  than those set forth
herein and  Executive  does not accept such offer in writing  within thirty (30)
days after delivery of such offer, then the expiration of such Employment Period
shall  constitute  termination  without Good Reason by Executive for purposes of
this  Agreement.  If, at least  ninety  (90) days before the  expiration  of any
Employment Period, the Company does not give Executive a written offer to extend
the  Employment  Period  for a  subsequent  term of at  least  three  (3)  years
following the end of such Employment Period on economic terms not less favorable
to Executive than those set forth herein, then the expiration of such Employment
Period shall constitute termination by the Company without Cause for purposes of
this Agreement.

         3. Board Representation.  As of the date hereof,  Executive is a member
of Class I of the Board, the term of which runs until the 2002 annual meeting of
stockholders.   During  the  Employment  Period,  the  Company  shall  recommend
Executive for nomination by the Board for election at the 2002 annual meeting of
stockholders  and each  subsequent  annual  meeting of  stockholders  during the
Employment Period at which his term on the Board would otherwise expire.

         4.       Compensation.

                  4.1 Base Salary.  During the  Employment  Period,  the Company
         will pay  Executive a base salary at a rate of $400,000  per annum (the
         "Base Salary"), payable in accordance with the Company's normal payroll
         practices for executive  officers.  The  Compensation  Committee of the
         Board  ("Compensation  Committee")  shall  perform an annual  review of
         Executive's Base Salary based on Executive's  performance of his duties
         and the Company's normal practice for executive salary review; provided
         that,  in no event shall  Executive's  Base Salary for any year be less
         than $400,000. The first annual review of Executive's Base Salary shall
         occur no later than August 31,  2000,  and any  increase in Base Salary
         awarded  during that annual  review  shall be  effective  July 1, 2000.
         Subsequent  annual  reviews  shall be completed  within sixty (60) days
         after the end of the  Company's  fiscal year and any  increases in Base
         Salary shall be effective January 1 and paid retroactive to that date.

                  4.2 Bonus Payments.  During the Employment  Period,  Executive
         shall be eligible to receive an annual bonus ("Bonus Payments"),  in an
         amount to be  determined  by the  Compensation  Committee,  in its sole
         discretion,  based upon  Executive's and the Company's  performance and
         the  achievement of goals and objectives  approved by the  Compensation
         Committee.  The  performance  criteria  to be used with  respect to the
         calendar  year  ending on  December  31,  2000 are  attached  hereto as
         Exhibit A (the "2000 Matrix").  The criteria for the Bonus Payments for
         which  Executive  shall  be  eligible  in  future  years  shall  be  on
         substantially  the same terms and on no less  favorable  economic terms
         than would be received  using the 2000 Matrix.  Bonus payments shall be
         made to Executive within sixty (60) days after the end of the Company's
         fiscal year.  Performance  criteria for subsequent fiscal years will be
         determined  on or before the later of the sixtieth day after the end of
         the previous fiscal year or thirty days after a reasonable  proposal is
         presented by management with respect thereto.

                  4.3 Stock  Options.  During the Employment  Period,  Executive
         shall be eligible to receive an annual grant of options to purchase the
         Company's   common  stock,  in  an  amount  to  be  determined  by  the
         Compensation Committee, in its sole discretion,  based upon Executive's
         and  the  Company's  performance  and  the  achievement  of  goals  and
         objectives approved by the Compensation Committee.  Stock options shall
         be  awarded  to  Executive  within  sixty  days  after  the  end of the
         Company's  fiscal  year  or  prior  to the  Company's  annual  earnings
         release, whichever occurs first.

                  4.4 Automobile  Allowance.  During the Employment  Period, the
         Company shall provide Executive with a monthly automobile  allowance of
         $1,600 (the "Automobile Allowance").

                  4.5  Transaction  Bonus.  If a Change in Control occurs within
         the five (5) year period  commencing on the date of this Agreement (the
         "Scheduled  Term"), the Company (or its successor or assigns) shall pay
         to Executive a transaction bonus of $1,500,000,  payable in cash within
         fifteen (15) business days  following the effective  date of the Change
         in Control,  regardless of whether  Executive  remains  employed by the
         Company  as of such  effective  date or any time  prior  thereto.  This
         provision shall survive any termination of this Agreement.

                  4.6 Benefits.  During the Employment Period, Executive will be
         entitled  to  participate  in group life and medical  insurance  plans,
         profit-sharing and similar plans, and other "fringe benefits" which are
         currently  offered  or may be  offered  in the  future  by the  Company
         (collectively,  "Benefits"), a summary description of which is attached
         hereto as Exhibit B,  comparable to those made available by the Company
         to its other senior executive  employees,  in accordance with the terms
         of such  plans.  If  Executive  does not  qualify  for  certain  of the
         Benefits  upon any change in status  from  employee of the Company to a
         consultant thereto,  Executive may purchase replacement  Benefits,  for
         which he will be  reimbursed  by the Company.  In no event shall any of
         the Benefits  made  available  to  Executive  when he is engaged by the
         Company as a  consultant  be less  favorable  than those now enjoyed by
         Executive or be diminished in any way.

                  4.7  Vacation.  Executive  shall  be  entitled  to  take  such
         vacation as is reasonable, consistent with past practice, provided that
         such  vacation  does not  conflict  with  the  Company's  interests  or
         interfere with the performance of Executive's  duties  hereunder,  with
         pay.

                  4.8 Withholding.  All compensation  payable to Executive under
         this  Agreement  is stated in gross  amount  and will be subject to all
         applicable withholding taxes, other normal payroll deductions,  and any
         other  amounts  required  by  law  to  be  withheld.  Subsequent  to an
         assignment of this Agreement by Executive to a company of which he is a
         majority  owner (the  "Assignee")  pursuant to Section  1.3 above,  the
         Assignee  will  comply  with  and be  responsible  for  all  applicable
         withholding  and tax  reporting  obligations  relating  to  Executive's
         compensation under this Agreement.

                  4.9 Expenses.  During the Employment Period,  the Company,  in
         accordance with its policies and past practices,  will pay or reimburse
         Executive for all expenses  (including  legal,  accounting,  travel and
         entertainment  expenses)  reasonably  incurred by Executive  during the
         Employment  Period in connection  with the  performance  of Executive's
         duties under this Agreement,  so long as Executive provides the Company
         reasonable documenation or evidence of the expenses for which Executive
         seeks reimbursment.

         5.       Covenant Not to Compete.
                  -----------------------

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

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

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

(c)      the agreements and covenants  contained in this Section 5 are essential
         to protect the Company and the goodwill of the Business;

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

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

(f)      Executive has a means to support himself and his dependents  other than
         by engaging in the Business, or a business similar to the Business, and
         the provisions of this Section 5 will not impair such ability.

                  5.2 Non-Compete.  The "Restricted Period" for purposes of this
         Agreement  shall  commence  on the  date of this  Agreement  and  shall
         continue until the later of April 1, 2005 or the third year anniversary
         of the  termination  of this  Agreement;  provided that, if Executive's
         employment  with the Company is terminated by Executive for Good Reason
         or by the Company  without Cause,  or by Executive  without Good Reason
         after January 1, 2002 or upon a Change in Control, then the payments to
         which  Executive is entitled  under Section 8.1 or 8.2, as the case may
         be, shall be paid to Executive in consideration for the survival of the
         Restricted  Period beyond the Effective Date.  Executive  hereby agrees
         that at all times during the Restricted  Period,  Executive  shall not,
         directly or indirectly, as executive,  agent, consultant,  stockholder,
         director,  co-partner  or in any  other  individual  or  representative
         capacity,  own,  operate,  manage,  control,  engage  in,  invest in or
         participate in any manner in, act as a consultant or advisor to, render
         services  for  (alone  or  in  association   with  any  person,   firm,
         corporation or entity),  or otherwise  assist any person or entity that
         engages in or owns,  invests  in,  operates,  manages or  controls  any
         venture or enterprise  that directly or indirectly  engages or proposes
         to engage in the Business  anywhere within the United States and Canada
         (the "Territory").

                  5.3  Non-Solicitation.  Without limiting the generality of the
         provisions of Section 5.2 above,  Executive hereby agrees that,  during
         the  Restricted  Period,  Executive  will not,  directly or indirectly,
         solicit, or participate as executive,  agent, consultant,  stockholder,
         director, partner or in any other individual or representative capacity
         in any business  which  solicits,  business from any Person which is or
         was a customer or vendor of the Business during the Restricted  Period,
         or from any successor in interest to any such Person for the purpose of
         marketing,  selling  or  providing  any such  Person  any  services  or
         products  offered by or available from the Company,  or encouraging any
         such  Person  to  terminate   or  otherwise   alter  his,  her  or  its
         relationship with the Company.

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

                  5.5 Blue-Pencil.  If any court of competent jurisdiction shall
         at any  time  deem  the  term  of  this  Agreement  or  any  particular
         Restrictive  Covenant too lengthy or the Territory too  extensive,  the
         other  provisions of this Section 5 shall  nevertheless  stand, and the
         Restricted Period shall be deemed to be the longest period  permissible
         by law under the  circumstances  and the  Territory  shall be deemed to
         comprise   the  largest   territory   permissible   by  law  under  the
         circumstances.  The  court in each case  shall  reduce  the  Restricted
         Period and/or the Territory to permissible duration or size.

                  5.6  Investment  Exception.   Notwithstanding  the  foregoing,
         nothing  contained  in this  Section 5 shall be  construed  to  prevent
         Executive  from  investing  in the stock of any  competing  corporation
         listed   on  a   national   securities   exchange   or  traded  in  the
         over-the-counter  market,  but only if Executive is not involved in the
         business of said  corporation  and if Executive and his  associates (as
         such  term  is  defined  in  Regulation  14(A)  promulgated  under  the
         Securities  Exchange  Act of 1934,  as in effect  on the date  hereof),
         collectively,  do not own more than an aggregate of two percent (2%) of
         the stock of such corporation.

         6.  Confidential  Information.  During the term of this  Agreement  and
thereafter,  Executive shall keep secret and retain in strictest confidence, and
shall not,  without the prior  written  consent of the  Company,  furnish,  make
available  or  disclose  to any Person or use for the  benefit of himself or any
Person, any Confidential Information,  except to the extent reasonably necessary
to carry out Executive's  duties and  responsibilities  to the Company or to the
extent   required  by  law  or  to  comply  with  the  lawful  subpoena  of  any
administrative  or governmental  body, in which case Executive shall give prompt
notice of such  subpoena to Company.  As used in this  Section 6,  "Confidential
Information"  shall mean any information  relating to the Business or affairs of
the  Company,  including  but not limited to  information  relating to financial
statements,  business plans,  forecasts,  purchasing plans, customer identities,
potential customers,  employees,  suppliers, equipment, programs, strategies and
information,  analyses,  profit margins or other proprietary information used by
the Company in connection with the Business of the Company;  provided,  however,
that Confidential  Information shall not include any information which is in the
public  domain or becomes  known in the industry  through no wrongful act on the
part of Executive.  Executive acknowledges that the Confidential  Information is
vital, sensitive, confidential and proprietary to the Company.

         7.       Termination.

                  7.1  Without  Cause.  The Company  may  terminate  Executive's
         employment  hereunder at any time, without Cause (as defined in Section
         9), upon not less than ninety (90) days  written  notice to  Executive.
         Upon notice of such termination  from the Company,  the Company may (i)
         require  Executive  to continue to perform his duties  hereunder on the
         Company's  behalf  during  such  notice  period,  (ii)  limit or impose
         reasonable  restrictions on Executive's  activities  during such notice
         period as it deems  necessary,  or (iii)  choose  any date  within  the
         notice  period  as  the  effective  date  of  Executive's  termination,
         provided,  however,  that the Company will continue to pay  Executive's
         Base Salary during such notice period.

                  7.2  For  Cause.   The  Company  may   terminate   Executive's
         employment  hereunder  at any time for Cause by  providing to Executive
         written notice of termination  stating the grounds for  termination for
         Cause and such termination shall take effect immediately upon notice of
         termination.  The  decision to  terminate  Executive's  employment  for
         Cause,  to take other  action or to take no action in  response to such
         occurrence shall be in the sole and exclusive discretion of the Board.

                  7.3 By  Executive.  Executive  may  terminate  his  employment
         hereunder  at any time,  with or without  Good  Reason  (as  defined in
         Section 9), upon not less than  ninety  (90) days notice  (thirty  (30)
         days notice if Executive  terminates  following a Change in Control) to
         the  Company.  Upon  notice of such  termination  from  Executive,  the
         Company  may (i)  require  Executive  to continue to perform his duties
         hereunder on the Company's behalf during such notice period, (ii) limit
         or impose reasonable restrictions on Executive's activities during such
         notice period as it deems necessary, or (iii) accept Executive's notice
         of termination as Executive's resignation from the Company (including a
         resignation  from any  position as director of the Company) at any time
         during such notice period. If the Company at any time during the notice
         period  chooses  to  accept   Executive's   notice  of  termination  as
         Executive's  resignation  from the Company,  then the effective date of
         such  termination  shall be the date as of which  such  resignation  is
         accepted,  provided,  however,  that the Company  will  continue to pay
         Executive's Base Salary during such notice period.

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

                  7.5 Salary and Benefit Accruals.  Following the effective date
         of termination  by Executive  without Good Reason or by the Company for
         Cause,   Executive   will  not  be  entitled  to  receive  any  further
         compensation  (whether in the form of Base Salary,  Bonus Payments,  or
         Benefits or otherwise)  other than those  payments set forth in Section
         8.2 below and  accrued but unpaid Base  Salary,  through the  Effective
         Date.  Upon  termination by the Company  without Cause,  termination by
         Executive  for Good  Reason,  death or  Disability,  Executive  (or his
         estate)  will be  entitled  to receive  (i) all accrued but unpaid Base
         Salary through the Effective  Date,  (ii) Bonus Payment for the year in
         which such  termination  occurs,  determined by  multiplying  the prior
         year's Bonus Payment by a fraction  equal to the number of days elapsed
         in the current  year through the  effective  date of  termination  (the
         "Effective  Date")  divided  by 365,  and  (iii)  any  amounts  payable
         pursuant to Section 8.1 below, but all other obligations of the Company
         to pay Executive any further compensation,  whether in the form of Base
         Salary,  Bonus  Payments,  or Benefits (other than death and Disability
         benefits, if any) or otherwise, will terminate.

         8.       Additional Obligations Upon Termination.

                  8.1 Termination Without Cause. If Executive's  employment with
         the Company is terminated at any time during the Employment  Period (i)
         by the Company without Cause, or (ii) by Executive for Good Reason,  or
         (iii) due to the death or Disability of Executive,  then in addition to
         the  amounts  payable in  accordance  with  Section  7.5 above,  and in
         consideration for the Restrictive Covenants,  the Company shall pay and
         provide to Executive the following:

                          (a) Within thirty (30) days after the Effective  Date,
                 the Company  shall pay to Executive  or his estate,  a lump sum
                 cash payment, in an amount equal to the Termination Payment;

                           (b)  for  the  remainder  of  the   Scheduled   Term,
                  Executive  shall  continue  to receive  from the  Company  the
                  Automobile Allowance set forth in Section 4.4 above;

                          (c) until such time as either  Executive or his spouse
                 reaches  the  age of 65,  Executive  and his  dependents  shall
                 continue to be covered by all survivor  rights,  insurance  and
                 Benefit  programs  in type and  amount at least  equivalent  to
                 those  provided  to him  and  his  dependents  by  the  Company
                 immediately prior to the Effective Date;

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

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

                 8.2      Termination by Executive.
                          ------------------------

                           (a)  If,  in the  absence  of a  Change  in  Control,
                  Executive  terminates  without  Good Reason  after  January 1,
                  2002,  then,  in   consideration   for  the  survival  of  the
                  Restricted  Period beyond the  Effective  Date, in addition to
                  the amounts payable in accordance with Section 7.5 above,  the
                  Company  shall pay and  provide  to  Executive:  (i) an annual
                  amount  during  the  balance  of the  Scheduled  Term equal to
                  one-half of Executive's highest total compensation (consisting
                  of Base Salary and Bonus Payment) in any of the five (5) years
                  prior to the year in which the Effective Date occurs,  payable
                  in accordance with the Company's normal payroll practices, and
                  (ii) all  Benefits  specified  under  Sections  8.1(b) and (c)
                  above.

                           (b) If, after the twelve (12) month period  following
                  a Change in Control,  Executive terminates his employment with
                  the  Company  without  Good  Reason,  then in  addition to the
                  amounts payable in accordance  with Section 7.5 above,  within
                  five (5) business days after the Effective  Date,  the Company
                  shall  pay and  provide  to  Executive:  (i) a lump  sum  cash
                  payment,  in an amount  equal to (x)  one-half of  Executive's
                  highest  total  compensation  (consisting  of Base  Salary and
                  Bonus  Payment) in any of the five (5) years prior to the year
                  in which the  Effective  Date  occurs,  multiplied  by (y) the
                  number of years  remaining in the Scheduled Term, and (ii) all
                  Benefits specified under Sections 8.1(b),  8.1(c),  8.1(d) and
                  8.1(e) above.

                  8.3 No Mitigation. Executive shall not be required to mitigate
         damages or the amount of any  payment  provided  for or  referred to in
         this Section 8 by seeking other employment or otherwise,  nor shall the
         amount of any payment  provided for or referred to in this Section 8 be
         reduced by any  compensation  earned by the  Executive as the result of
         employment by another employer after the termination of the Executive's
         employment, or otherwise.

                  8.4 Release.  As a condition to  Executive's  right to receive
         any severance  payments and Benefits made hereto in this Section 8, the
         Company  shall  require that (i)  Executive  execute and deliver to the
         Company a general release, whereby Executive shall release the Company,
         it successor,  assigns, officers, directors and agents from any and all
         claims,  liabilities and obligations relating to or arising out of this
         Agreement or any  employment-related  claims Executive may have after a
         Change in Control,  including  but not limited to claims  brought under
         the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991,
         the Age  Discrimination  in  Employment  Act, the  Employee  Retirement
         Income  Security Act, the Americans  with  Disabilities  Act, any other
         federal,  state or local laws regarding  employment  discrimination  or
         termination  of employment  and the common law of any state relating to
         employment  contracts,  wrongful  discharge,  defamation  or any  other
         matter  arising  under common law, and (ii)  Executive  shall not be in
         breach of any Restrictive Covenant.

                  8.5 Termination in Anticipation of a Change in Control. If the
         Company  terminates  Executive's  employment  without  Cause during the
         period  commencing  six (6) months  prior to the  earlier of (i) public
         announcement  by the  Company  of a  Change  in  Control,  or (ii)  the
         execution  by the Company of a  definitive  agreement  with regard to a
         Change in Control, and ending on (and including) the date of the Change
         in Control,  such termination  shall be regarded as a termination after
         such  Change in  Control  for  purposes  of this  Agreement,  including
         without limitation, for purposes of Sections 4.5 and 8.

         9.       Definitions.  As used in this Agreement:
                  -----------

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

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

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

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

                  (a) An acquisition by any individual,  entity or group (within
         the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of the
         beneficial  ownership  (within  the  meaning of Rule 13d-3  promulgated
         under the Exchange Act) of twenty percent (20%) or more of the combined
         voting power of the then outstanding  voting  securities of the Company
         entitled  to  vote   generally  in  the  election  of  directors   (the
         "Outstanding Company Voting Securities");  provided,  however, that for
         purposes of this subsection (a), the following  acquisitions  shall not
         constitute a Change in Control:  (A) any  acquisition by the Company or
         by an employee  benefit plan (or related trust) sponsored or maintained
         by the  Company or an  Affiliate,  (B) any  acquisition  by a member or
         members of the Anixter  Family,  (C) any acquisition by a lender to the
         Company  pursuant  to a debt  restructuring  of the  Company,  (D)  any
         acquisition  by, or  consummation  of a Corporate  Transaction  with an
         Affiliate,  (E) a Non-Control  Transaction,  or (F) an acquisition by a
         Person of the beneficial ownership of twenty percent (20%) or more, but
         less than fifty percent (50%) of the combined  voting power of the then
         Outstanding Company Voting Securities unless Executive's  employment is
         terminated  by the  Company  without  Cause  or by  Executive  for Good
         Reason, within twenty-four (24) months following such acquisition;

                  (b) A change in the  composition  of the  Board  such that the
         individuals  who,  as of the date  hereof,  constitute  the Board (such
         Board shall be hereinafter  referred to as the "Incumbent Board") cease
         for any  reason  to  constitute  at  least  a  majority  of the  Board;
         provided,  however,  for  purposes  of  this  Section  9(b),  that  any
         individual  who  becomes a member of the Board  subsequent  to the date
         hereof whose  election,  or  nomination  for election by the  Company's
         stockholders,  was  approved  by a vote of at least a majority of those
         individuals  who are members of the Board and who were also  members of
         the Incumbent  Board (or deemed to be such pursuant to this  provision)
         shall be  considered  as though  such  individual  were a member of the
         Incumbent Board; but, provided, further, that any such individual whose
         initial  assumption of office occurs as a result of either an actual or
         threatened  election  contest (as such terms are used in Rule 14a-11 of
         Regulation 14A  promulgated  under the Exchange Act) or other actual or
         threatened  solicitation  of proxies or  consents  by or on behalf of a
         Person other than the Board shall not be so  considered  as a member of
         the Incumbent Board;

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

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

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

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

                  (a) the  assignment  to Executive by the Company of any duties
         which are, in any material respect,  inconsistent with, a diminution of
         or an adverse  change in Executive's  position,  duty,  title,  office,
         responsibility   or  status  with  the   Company,   including   without
         limitation,   any  material  diminution  of  Executive's   position  or
         responsibility in the decision or management  processes of the Company,
         reporting relationships, job description, duties, responsibilities, any
         removal of Executive from, or any failure to reelect Executive to, such
         position,  any failure of  Executive  to be  reelected  to the Board of
         Directors,  or any  requirement  that  Executive  travel outside of the
         Chicago  metropolitan area any greater amount of time than he currently
         travels on behalf of the Company;

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

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

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

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

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

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

         "Termination  Payment"  means  an  amount  equal to (i)  two-thirds  of
Executive's  highest  total  compensation  (consisting  of Base Salary and Bonus
Payment) in any of the five (5) years  prior to the year in which the  Effective
Date  occurs,  multiplied  by (ii)  the  number  of years  or  portions  thereof
remaining in the Scheduled Term.

         10. Remedies.  Executive acknowledges and agrees that the covenants set
forth in  Sections 5 and 6 of this  Agreement  (collectively,  the  "Restrictive
Covenants")  are  reasonable  and necessary for the  protection of the Company's
business  interests,  that  irreparable  injury  will  result to the  Company if
Executive  breaches any of the terms of the Restrictive  Covenants,  and that in
the event of  Executive's  actual or threatened  breach of any such  Restrictive
Covenants,   the  Company  will  have  no  adequate  remedy  at  law.  Executive
accordingly  agrees that in the event of any actual or threatened  breach by him
of any of the Restrictive Covenants,  the Company shall be entitled to immediate
temporary  injunctive and other equitable  relief,  without bond and without the
necessity  of  showing  actual  monetary  damages,  subject  to  hearing as soon
thereafter  as  possible.   Nothing  contained  herein  shall  be  construed  as
prohibiting  the Company from  pursuing any other  remedies  available to it for
such breach or threatened breach, including the recovery of any damages which it
is able to prove.

         11.      Miscellaneous.
                  -------------

                  11.1 Notices. All notices and other communication  between the
         parties  pursuant  to this  Agreement  must be in  writing  and will be
         deemed given when delivered in person, one (1) business day after being
         dispatched by a nationally recognized overnight courier service,  three
         (3) business days after being deposited in the U.S. Mail, registered or
         certified  mail,  return receipt  requested,  or when sent by facsimile
         (with receipt  acknowledged  and a copy sent for next day delivery by a
         nationally recognized overnight courier service), to the Company at the
         address or  facsimile  number of its  principal  office in the Chicago,
         Illinois metropolitan area and to Executive (or his representatives) at
         his address or facsimile as shown on the Company's  records.  Executive
         (or his representatives) may change his address or facsimile number for
         notice purposes by delivering  notice to the Company in accordance with
         this  Section  11.1.  All  notices  sent to the  Company  shall also be
         delivered to Katten Muchin Zavis,  525 West Monroe Street,  Suite 1600,
         Chicago,  Illinois  60661-3693,   Attention:  Jeffrey  R.  Patt,  Esq.,
         Facsimile No.: 312-902-1061.

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

                  11.3 Binding  Effect.  This Agreement will be binding upon and
         inure to the benefit of the parties and their respective  heirs,  legal
         representatives,  executors,  administrators,  successors, and assigns,
         subject to the limitations on assignment in Section 11.8.

                  11.4 Entire Agreement.  This Agreement  constitutes the entire
         Agreement  between the parties  with  respect to the subject  matter of
         this  Agreement and supersedes  any other  agreements,  whether oral or
         written, between the parties with respect to the subject matter of this
         Agreement,   except  as  otherwise  provided  in  that  certain  letter
         agreement  of even date  between the Company  and  Executive  regarding
         post-employment medical benefits, a copy of which is attached hereto as
         Exhibit C.

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

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

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

                  11.8  Assignability.  This  Agreement  may not be  assigned by
         either  party  without the prior  written  consent of the other  party,
         except  that (i) the  Company  may  assign its rights to, and cause its
         obligations under this Agreement to be assumed by, any person or entity
         to whom or to  which  the  Company  simultaneously  transfers  by sale,
         merger,  or otherwise all or  substantially  all of its assets and (ii)
         Executive may assign this  Agreement in accordance  with Section 1.3 of
         this Agreement.

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

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

                  11.11 Legal  Expenses.  If  Executive  takes  legal  action to
         enforce the Company's  obligations  under this  Agreement and Executive
         prevails in such action to any  significant  extent,  the Company shall
         reimburse Executive for all reasonable  expenses (including  reasonable
         attorney's fees) actually incurred by Executive in such action.


<PAGE>


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

                                  ANICOM, INC.

                                            By:      /s/ Carl E. Putnam
                                                     -------------------------
                                                     Carl E. Putnam, President


                          EXECUTIVE:

                       /s/ Scott C. Anixter
                       ---------------------------
                       Scott C. Anixter

1099662v3


<PAGE>




                                    EXHIBIT C

March 29, 2000



Scott Anixter, Chairman
Anicom, Inc.
6133 N. River Road
Suite 1000
Rosemont, Illinois 60018

Re:      Post-Employment Medical Benefits

Dear Scott:

Anicom,  Inc.  (the  "Company")  is  grateful to you for your many long years of
excellent and distinguished  leadership. In consideration of and recognition for
these past services and your continuing  contribution to the Company pursuant to
the terms of that Amended and Restated  Executive  Employment  Agreement between
you and the Company dated as of March __, 2000 (the "Employment Agreement"), the
Company has agreed to provide to you, Penny Anixter and your dependent  children
under the age of  twenty-six  (Penny and the children  collectively  referred to
herein  as  the  "Covered   Persons")   post-employment   medical   benefits  in
satisfaction of the Company's  obligations  under Sections 4.6 and 8.1(c) of the
Employment Agreement.

1.       You and the Covered Persons will continue to be covered,  with coverage
         equivalent  to the coverage you and the Covered  Persons have as of the
         date hereof,  under the Company's  existing group medical  benefit plan
         (including  vision and dental benefits subject to limits then in effect
         for the Company's active employees) for active employees (collectively,
         the "Plan")  until the date you cease to be eligible for such  coverage
         under the terms of the Plan.  When you cease to be  eligible  under the
         Plan,  you may be eligible  for health  benefit  continuation  coverage
         under the Plan pursuant to Federal law  ("COBRA")  under the same terms
         and conditions that apply to other COBRA-eligible  individuals.  If so,
         you agree to elect to receive such COBRA coverage. This generally would
         provide you with 18 months of coverage under the Plan. The Company will
         be responsible for paying any required premium for coverage.

2.       Upon the date  your  (and the  Covered  Person's)  coverage  under  the
         preceding  paragraph has expired,  you and the Covered  Persons will be
         eligible  for  Company-provided  retiree  medical  benefits  (including
         vision and  dental  benefits  subject to limits  then in effect for the
         Company's active employees) (the "Benefits"),  subject to the following
         terms and conditions:

         (i)      You will receive reimbursement from the Company for physician,
                  hospitalization  and prescription  drug expenses  ("Expenses")
                  incurred  by  you  and  the  Covered  Persons  which  are  not
                  otherwise  reimbursable or payable by another payor, including
                  but not limited to,  another  employer's  group  health  plan,
                  Medicare,  or  first  or  third  party  insurance  (such as an
                  automobile  insurance policy).  Notwithstanding the foregoing,
                  you  will  not be  required  to seek any  other  insurance  or
                  reimbursement  or  otherwise  take any action to mitigate  the
                  costs to the Company of  providing  the  Benefits set forth in
                  this letter.

         (ii)     Reimbursement  by the Company of Expenses  may be subject to a
                  calendar year  deductible  in an amount not to exceed  $1,000,
                  which amount will apply to Expenses incurred by you and/or the
                  Covered Persons in the aggregate.

         (iii)    You and Penny will take all necessary steps to obtain coverage
                  under  Medicare  Parts A and B when you are first eligible for
                  such  coverages and you will seek  reimbursement  on a primary
                  basis  under  such   programs.   You  will  give  the  Company
                  subrogation rights to the extent of Expenses reimbursed by the
                  Company in connection with an injury or accident.

         (iv)     The terms of this letter supersede any other obligation of the
                  Company with respect to  post-employment  medical benefits for
                  you and the Covered Persons.

         (v)      All  reimbursements  made will be  treated  by the  Company as
                  taxable  payments  to you and  the  Covered  Persons,  and the
                  Company  will  report  such  payments  on an  IRS  Form  1099.
                  Notwithstanding  the  foregoing,  to the  extent  you  are not
                  employed by the Company or otherwise  fully  covered by any of
                  the  Company's  health  insurance  programs,  the Company will
                  provide the Benefits to you and the Covered  Persons  pursuant
                  to one or more  health  insurance  policies to the extent such
                  coverage  is  available  with  respect to you and the  Covered
                  Persons,  and otherwise the Company will cooperate with you to
                  minimize the tax  consequences  to you and the Covered Persons
                  of the Benefits hereunder provided, however, in no event shall
                  the Company's  reimbursements to any Covered Person exceed one
                  million dollars  ($1,000,000) (a) prior to a Change in Control
                  or (b) if you are a Consultant  pursuant to section 1.3 of the
                  Employment Agreement at the time a Change in Control occurs.

         (vi)     In no event shall the Benefits  provided by this  Agreement be
                  less  favorable  than  those  enjoyed  by you and the  Covered
                  Persons as of the date hereof.

3.       Once you have signed the  duplicate  copy of this  letter,  this letter
         will constitute an Agreement  binding on the Company and any successors
         or assigns of the Company, including, without limitation, any successor
         corporation  following any Change in Control of the Company (as defined
         in the Employment Agreement).

4.       In the event you desire to pursue a claim  relating to this  Agreement,
         it shall be settled exclusively by arbitration in Chicago,  Illinois by
         at least two but not more than three arbitrators in accordance with the
         rules of the American Arbitration  Association in effect at the time of
         submission  of  the   arbitration.   Judgment  may  be  entered  on  he
         arbitrator's award in any court having jurisdiction.  If you prevail in
         such  arbitration to any  significant  extent,  you will be entitled to
         reimbursement of your reasonable  legal costs and expenses  incurred in
         pursuing and enforcing  your claim plus interest on all past due claims
         at the prime rate of interest plus 2% as published from time to time in
         the Midwest edition of The Wall Street Journal.

5.       Except as otherwise set forth above, the Employment  Agreement  remains
         in full force and effect.

6.       This  Agreement  may be executed in one or more  counterparts,  each of
         which  shall be deemed an  original,  but all of which  together  shall
         constitute one and the same instrument.

If you agree to the  aforementioned  terms and  conditions,  please signify your
consent by executing the extra copy of this letter and returning it to me.

ANICOM, INC.

By:      /s/ Carl E. Putnam

         Carl E. Putnam, President and
         Chief Executive Officer

Agreed to and accepted this __day of March, 2000:

/s/ Scott C. Anixter

Scott C. Anixter