Registration No. 333- 214560

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Amendment No. 1 to FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GRAYBAR ELECTRIC COMPANY, INC.

GRAYBAR ELECTRIC COMPANY, INC.
AND
K. M. MAZZARELLA, R. C. LYONS, R. R. HARWOOD, W. P. MANSFIELD AND D. G. MAXWELL, AS VOTING TRUSTEES UNDER THE VOTING TRUST AGREEMENT, DATED AS OF
MARCH 3, 2017, RELATING TO COMMON STOCK ISSUED BY GRAYBAR ELECTRIC
COMPANY, INC.
(Exact name of registrantregistrants as specified in its charter)their charters)

New York

New York
(State or other jurisdiction of incorporation)incorporation of Graybar Electric Company, Inc.)

5063

5063
(Primary Standard Industrial Classification Code Number)Number of Graybar Electric Company, Inc.)

13-0794380

13-0794380
(I.R.S. Employer Identification Number)Number of Graybar Electric Company, Inc.)

34 North Meramec Avenue, St. Louis, Missouri 63105, (314) 573-9200

34 North Meramec Avenue, St. Louis, Missouri 63105, (314) 573-9200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive
offices)

Matthew W. Geekie, Esq.
Senior Vice President, Secretary and General Counsel
offices of Graybar Electric Company, Inc., 34 North Meramec Avenue, St. Louis, Missouri 63105 and of the Voting Trustees)
(314) 573-9200

Matthew W. Geekie, Esq.
Senior Vice President, Secretary and General Counsel
Graybar Electric Company, Inc., 34 North Meramec Avenue, St. Louis, Missouri 63105
(314) 573-9200
(Name, address, including zip code, and telephone number, including area code, of agent
for service)service for Graybar Electric Company, Inc. and the Voting Trustees)
___________________
Copy to:
Robert J. Endicott, Esq.
Bryan Cave LLP
One Metropolitan Square, 211 North Broadway, Suite 3600
St. Louis, Missouri 63102
(314) 259-2000

January 6, 2017

November , 2017
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  x¨
_______________
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨
_______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨
_______________


If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨
 Large accelerated filer ¨
Accelerated filer ¨
 Non-accelerated filer x (Do not check if a smaller reporting company) 
Smaller reporting company ¨
Emerging growth company ¨

Non-accelerated filer x (Do not check if a smaller reporting company)    Smaller reporting company ¨CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be RegisteredAmount to be RegisteredProposed Maximum Offering Price per UnitProposed Maximum Aggregate Offering PriceAmount of Registration Fee
Common Stock (par value $1 per share)1,320,000 shs.$20.00$26,400,000$3,060
Voting Trust Interests (1)



(1)    Representing the shares of Common Stock offered hereunder.
The registrantregistrants hereby amendsamend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrantregistrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

NOTICE TO OREGON RESIDENTS:
Of the 20,000,0001,320,000 shares of Common Stock or Voting Trust Interests that are being offered to eligible employees and qualified retirees of the Company in this offering, an aggregate of up to 162,2538,246 shares of Common Stock or Voting Trust Interests will be offered in the State of Oregon.

Price to the Public (1)Underwriting Discounts and CommissionsProceeds to the Company (1)
Per Share………………….$20.00NoneN/A
Total……………….……...$3,245,060NoneN/A
(1)Voting Trust Interests offered hereby will not result in any proceeds; figure inserted solely for for the purpose of calculating the registration fee.

 Price to the PublicUnderwriting Discounts and CommissionsProceeds to the Company
Per Share..................................$20.00None$20.00
Total.........................................$164,920None$164,920



P R O S P E C T U S

Voting Trust Interests
Relating to 20,000,0001,320,000 Shares of Common Stock,
Par Value $1.00 Per Share
of
Graybar Electric Company, Inc.
________________

Common Stock
The and related
Voting Trust Interests covered by this Prospectus are
offered in connection with an invitation by R. R. Harwood, R. C. Lyons, W. P. Mansfield, D. G. Maxwellto
Employees and K. M. Mazzarella, as the Voting Trustees Qualified Retirees of Graybar Electric Company, Inc.
under the voting trust (the “2017 Voting Trust”) to be established pursuant to the Voting Trust Agreement, to be fully effective as of March 3, 2017 (the “2017 Voting Trust Agreement”), to all beneficial owners of shares of Common Stock issued by
AMENDED AND RESTATED THREE-YEAR COMMON STOCK PURCHASE PLAN
________________
Graybar Electric Company, Inc. (“Graybar” or the “Company”) is offering an aggregate of up to deposit their1,320,000 shares of Common Stock in and become beneficiaries of the 2017related Voting Trust and to receive Voting Trust Interests representing beneficial ownership of such shares as described below. As used in this Prospectus, the term “Voting Trust Interests” means the beneficial ownership of the shares of Common Stock deposited with and held by the Voting Trustees under and in accordance with the 2017 Voting Trust Agreement. A copy of the 2017 Voting Trust Agreement is attached to this Prospectus as Annex A. The Voting Trust Interests will be uncertificated interests in the 2017 Voting Trust evidenced by a book-entry system maintained or caused to be maintained byeligible employees and qualified retirees under the Voting Trustees.
Owners of Voting Trust Interests will have limited voting rights with respectsecond offering pursuant to the shares ofAmended and Restated Three-Year Common Stock beneficially ownedPurchase Plan adopted in June 2016, as amended and restated effective June 2017 (the “Plan”).  If you are eligible to subscribe, you may purchase shares by them. Withcompleting a Subscription Agreement in the exceptionmanner described in this Prospectus.  As of certain significant corporate transactions, the Voting Trustees will have complete discretion, using their best judgment, to vote on or consent to the election of directorsJune 30, 2017, approximately 81% of the Company (or the removal of any director or the filling of any vacancy on the Board) and the ratification, approval or disapproval of any other action or proposed action of the Company requiring a shareholder vote. Shares ofpresently outstanding Common Stock depositedwas held in the 2017 Voting Trust may not be withdrawn for a period of ten years unless the 2017 Voting Trust is terminated earlier by its terms.
Holders of shares of Common Stock who elect to participate in the 2017 Voting Trust agree to deposit in the 2017 Voting Trust all shares of Common Stock owned or subsequently acquired by them during the ten-year term of the 2017Trust.  The Voting Trust Agreement and otherwise to comply withis described under the terms of the 2017 Voting Trust Agreement.
The Voting Trust Interests are subject to certain limitations on transferability and to the right of the Company to purchase them in certain circumstances. Seeheading “Summary of Certain Provisions of the 2017 Voting Trust Agreement--Restrictions on TransferAgreement,” and, Rightunless stated otherwise, all references in this Prospectus to the Voting Trust Agreement mean the Voting Trust Agreement.
Subscriptions will be irrevocable unless your employment terminates for any reason other than "Retirement" (as defined below), or you receive a “hardship” withdrawal from Account K under Graybar’s Profit Sharing and Savings Plan within the six months preceding the first date that payment for the shares would be due, in either of which case your subscription will be canceled as to shares not yet issued.  The Company has the Companyoption to Purchase Beneficially Ownedpurchase, at $20.00 per share, shares of Common Stock Representedowned by you or Voting Trust Interests Under Certain Circumstances.representing them, in the event you desire to sell, transfer or otherwise dispose of them or in the event of your death or termination of your employment other than by such Retirement.  See “The 2017 Offering” and “Description of Common Stock -- Purchase Option.”  No public market exists for shares of the Company’s Common Stock or for the Voting Trust Interests representing them, and no such markets aremarket is expected to develop.
You should carefully considerPurchasing Graybar Common Stock pursuant to theRisk Plan involves certain risks.  See “Risk Factors,” beginning on page 7 before electing to participate in the 2017 Voting Trust.7.
________________

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus.  Any representation to the contrary is a criminal offense.
 Price to PublicUnderwriting Discounts and CommissionsProceeds to the Company
Per Unit......................................$20.00None$20.00
Total...........................................$26,400,000None$26,400,000
The proceeds to Graybar are before the deduction of expenses payable by us estimated at $100,000.  To the extent that subscription rights are not exercised, the proceeds will be reduced by $20.00

________________for each share not subscribed for.  To the extent that shares are purchased under the installment method, receipt of the proceeds will be deferred.  See “The 2017 Offering.”

________________
The date of this Prospectus is January 6,November , 2017.





TABLE OF CONTENTS

 Page
  
AnnexExhibit A

________________________________________________
You should only rely on the information contained in or incorporated by reference into this Prospectus.  We have not authorized any person to provide you with different information.  If anyone provides you with different or inconsistent information, you should not rely on it.
We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.  Certain states require that the offering be made through a dealer registered in that state.  The offering will be made to residents of those states through Huntleigh Securities Corporation.  Huntleigh Securities Corporation provides financial advice to Graybar on a retainer basis and will not be receiving any selling commissions in connection with the offering.  If you were directed to this Prospectus, or if this Prospectus was provided to you, by Huntleigh Securities Corporation, you should contact the designated representative of Huntleigh Securities Corporation named in the letter that directed you to or accompanied this Prospectus if you have questions.
You should assume that the information appearing in this Prospectus is accurate as of the date on the front cover of this Prospectus only.
This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities other than the securities to which it relates.




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PROSPECTUS SUMMARY INFORMATION ABOUT THE 2017 VOTING TRUST
ThisBecause this is a summary, information highlights in question and answer format certain information about the 2017 Voting Trust. It mayit does not contain all the information that may be important to you.  You should read the entire Prospectus and the 2017 Voting Trust Agreement attached hereto as Annex A before you decide whether to participatesubscribe for Common Stock.
The Plan
This offering is being made under the Plan, which allows for the issuance in annual offerings in 2016, 2017 and 2018 of up to an aggregate of 4,000,000 shares of Common Stock.  This is the second offering under the Plan.  The text of the Plan, which was approved by our board of directors and by our shareholders on June 8, 2017, Voting Trust.
Q.What is the 2017 Voting Trust?
A.    The 2017 Voting Trust is a contract among participating shareholders, Graybarattached as Exhibit A and is incorporated herein by reference.  We urge you to read the Voting Trustees that duringPlan in its term,entirety because it, and not this description, sets forth your rights thereunder in connection with the exception ofoffering. 
Each annual offering affords, with certain significant corporate transactions, irrevocably separates voting power from the economic and other attributes of ownership of Common Stock and transfers that voting powerlimited exceptions, an opportunity to the Voting Trustees in whom the voting rights of all participants are pooled. It will expire in ten years unless it is terminated earlier by the Voting Trustees or the beneficial owners of at least 75% of thepurchase shares of Common Stock depositedto each person who on September 30 of the year in which the offering is being conducted has been a regular employee of the Company or Commonwealth Controls Corporation (or any wholly-owned subsidiary that the Company’s board of directors authorizes to participate in the Voting Trust. offering, which we refer to as a “qualified subsidiary”), continuously since March 31 of that year or who was a regular employee on March 31 and Retired thereafter (but prior to October 1). As defined in the Plan and in our amended Restated Certificate of Incorporation, "Retire" and "Retirement" mean: (i) for employees last hired or rehired before July 1, 2015 or those who have commenced payment of retirement income under a pension allowed by us, retirement on a pension allowed by us (other than a deferred pension), and (ii) for employees last hired or rehired on or after July 1, 2015, (x) attainment of age 65 and completion of at least three years of company service, or (y) attainment of age 55 and completion of at least 20 years of company service, or such other meaning as shall be ascribed to such terms as shall be found in our amended Restated Certificate of Incorporation, which we refer to in this Prospectus as the "Certificate of Incorporation."
The termslimitation of eligibility to regular employees and conditionsqualified retirees conforms to the policy initially adopted when the Company’s active employees acquired all of the 2017 Voting Trust Agreement are substantiallyCommon Stock of the same as those contained in the 2007 voting trust agreement currently in effect, except that paper certificates representing voting trust interests will not be issued under the 2017 Voting Trust Agreement.
Q.What is the purpose of the 2017 Voting Trust?
A.    Since 1929, when the Company became employee-owned through acquisition by its then employees of all its Common Stock from Western Electric Company, Incorporated substantially all ofin 1929 and that has been continuously followed since then. 
Accordingly, with certain limited exceptions, under the issued and outstanding sharesPlan, holders of Common Stock have been held by voting trustees under successive voting trust agreements. The 2017or Voting Trust will permitInterests who on September 30 of the beneficial owners of Common Stock to continue for another ten yearsyear in which the practice that has provided continuity and stability of policy and managementoffering is made are not regular employees of the Company, by having the participating shareholders act together in accordance with the voting trust agreement with respect to voting on matters presented to the shareholders, other than significant corporate transactions of the type referred to below. The Voting TrusteesCommonwealth Controls Corporation or a qualified subsidiary and the Graybar Board of Directors believe that this practice has servedwho have not been continuously employed by the Company, and its employees well for more than 85 years and should be continued. Approaching the renewalCommonwealth Controls Corporation or such qualified subsidiary since March 31 of each voting trust arrangement, the Graybar Board of Directors has recommended to shareholders that the voting trust arrangement be continued.  This recommendation has been based on the belief that the business has been operated successfully under this arrangement for many years and that it will continue to serve the best interests of the Company and its shareholders.  The Board believes that as stewards working on behalf of the shareholders, Graybar’s Voting Trustees have sustained the Company’s strategic purpose and core values, while providing greater long-term stability for the Company and its shareholders.
Q.Will the Voting Trustees be entitled to vote on all matters brought before the shareholders?
A.    Under the 2017 Voting Trust Agreement, the Voting Trustees are entitled in their complete discretion and using their best judgment to vote all the shares deposited in the Voting

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Trust for the election of directors (or the removal of a director or the filling of a vacancy on the Board) and the ratification, approval or disapproval of any other action or proposed action of the Company requiring a shareholder vote, except that the Voting Trustees may not vote on the merger or consolidation of Graybar into or with another corporation, the sale of all or substantially all of its assets or its liquidation or dissolution without the consent of the holders of Voting Trust Interests representing at least 75% of the aggregate number of shares then deposited.
Q.Will my economic interest in Graybar Common Stock be changed in any way if I elect to participate in the 2017 Voting Trust?
A.    No. The only difference between the Voting Trust Interests issued pursuant to the 2017 Voting Trust and shares of Common Stock deposited in the 2017 Voting Trust is the fact that holders of Voting Trust Interestsyear will not be entitled to voteparticipate in the sharesoffering, with the exception of regular employees who Retire on or after March 31 and prior to October 1 of the year in which the offering is made. 
Shares of Common Stock represented thereby regarding matters as to which the Voting Trustees are granted the right to vote. The economic attributes of Common Stock ownership will not be changed. The restrictions on transfer and Graybar’s purchase option discussed below applysubscribed for pursuant to the Voting Trust Interests interms of the same way they apply to the Common Stock. Holders of Voting Trust InterestsPlan will, receive cash dividends paid on Common Stock beneficially owned by them and held by the Voting Trustees. Any Common Stock paid as a stock dividend willupon issuance, be deposited in the Voting Trust established by the Voting Trust Agreement, and Voting Trust Interests will be issued toin respect thereof, except that the beneficial owner of the Common Stock upon which the stock dividends are paid.
Q.Will my Voting Trust Interests be subject to any limitation on transfer?
A.    Yes. All shares of Common Stock purchased by subscribers who prior to the offering are already shareholders of record who elected before March 3, 2017 not to participate in the Voting Trust Agreement will be recorded in a book-entry system maintained by Graybar and will be uncertificated.  The Voting Trust Interests also will be uncertificated and evidenced by a book-entry system maintained by the Voting Trustees.


All subscribed shares of Common Stock will be issued and held subject to the terms, provisions, restrictions and qualifications set forth in the amended Restated Certificate of Incorporation of the Company, which, among other things, provideprovides the Company with the option to purchase shares of its Common Stock at $20.00 per share, with appropriate adjustment for current dividends,the price at which such shares were issued in the event any holder of Common Stock wants to sell, transfer or otherwise dispose of any of his or her shares of such Common Stock, or in the event of his or her death or in the event of termination of his or her employment other than by retirement on a pension (except a deferred pension).Retirement.  The Voting Trust Interests to be issued under the 2017 Voting Trust Agreement will beprovide, in substance, that every Voting Trust Interest is issued and held upon and subject to the same rightsterms and obligations that apply to the underlyingconditions (including all restrictions) upon which Common Stock.
Q.Who are the Voting Trustees?
A.    The Voting Trustees are each directors of Graybar, have been employed by Graybar for the number of years indicated and currently hold the management positions listed below:

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Name and PositionYears of ServiceBusiness Address
K. M. Mazzarella, Director and
Chairman, President and Chief Executive Officer
36
34 North Meramec Avenue
St. Louis, MO 63105
R. R. Harwood, Director and Senior Vice President and
Chief Financial Officer
37
34 North Meramec Avenue
St. Louis, MO 63105
R. C. Lyons, Director and Regional Vice President – Eastern Region36
34 North Meramec Avenue
St. Louis, MO 63105
W. P. Mansfield, Director and
Senior Vice President – Sales and Marketing
28
34 North Meramec Avenue
St. Louis, MO 63105

D. G. Maxwell, Director and Regional Vice President – Western Region31
34 North Meramec Avenue
St. Louis, MO 63105


The sole occupation of each Voting Trustee is her or his employment with the Company. All communications to the Voting Trustees should be addressed to the Voting Trustees, c/o Graybar Electric Company, Inc., P.O. Box 7231, St. Louis, Missouri 63177.
As of December 31, 2016, eachStock of the Voting Trustees beneficially ownedCompany is issued and held.  Each subscriber, by completing a Subscription Agreement, will specifically agree to be bound by the provisions of the Company’s Certificate of Incorporation and will agree that all Common Stock or Voting Trust Interests held by such subscriber will be subject to those provisions.
The Plan provides that no corporate action that would result in a distribution of Common Stock or other assets of the Company to its shareholders (except the payment of cash dividends or the issuance of shares of Common Stock pursuant to the installment payment method) will be taken without first giving notice of such proposed action to subscribers in this offering who have not then completed their installment payments on the Common Stock for which we have accepted subscriptions.  Such subscribers will be granted not less than 45 days to accelerate their payments on such Common Stock in order that they may obtain the benefits of such action.  Subscribers who elected to use payroll deduction have the right at any time to pay the full remaining amount due for all or any unpaid shares.
The Plan will remain in effect until January 31, 2019 unless terminated before that date by the board of directors of the Company, and thereafter insofar as follows:the provisions relate to shares of Common Stock subscribed for under the installment payment method as described in the Plan, but not yet issued.
The 2017 Offering
We are offering eligible employees and qualified retirees the right to subscribe in the 2017 Offering for an aggregate of up to 1,320,000 shares of Common Stock at $20.00 per share pursuant to the Plan.  Subject to certain limited exceptions, you are eligible to subscribe if you were a regular employee of the Company, Commonwealth Controls Corporation or a qualified subsidiary on March 31, 2017, and thereafter either (a) on September 30, 2017 had been continuously employed since March 31, 2017 by the Company, Commonwealth Controls Corporation or such qualified subsidiary, or (b) prior to October 1, 2017 had Retired.  The maximum number of shares that you may purchase is one share for each $550.00 of your annual base salary rate at March 31, 2017 increased by the applicable multiplier specified below.  The maximum number of shares you may purchase will be reduced on a pro rata basis in the unlikely event that the aggregate number of shares subscribed for by all employees exceeds 1,320,000.  If you wish, you may subscribe for fewer than the maximum number of shares.
This offering will remain open from November , 2017 until 5:00 p.m., Central Standard Time, on December 6, 2017.  You have the option of paying for all of the shares subscribed for on or before January 12, 2018 or paying for all shares subscribed for on an installment basis.
Shares of Common Stock subscribed for pursuant to the terms of the Plan will, upon issuance, be deposited in the Voting Trust established by the Voting Trust Agreement, and Voting Trust Interests will be issued in respect thereof, except that shares of Common Stock purchased by subscribers who prior to this offering are already shareholders of record who elected before March 3, 2017 not to participate in the Voting Trust Agreement will be recorded in a book-entry system maintained by Graybar and will be


uncertificated.  The Voting Trust Interests also will be uncertificated and evidenced by the book-entry system maintained by the Voting Trustees.
Shares paid for in full will be issued as of January 12, 2018.  If chosen, installment payments will commence with the second bi-weekly payroll payment date in January 2018 and end with the last bi-weekly payroll payment date in November 2018.  Shares paid for in installments will be issued of record by the tenth day of March, June, September and December to the extent they have been fully paid for.  Subscribers who elect to use payroll deduction have the right at any time to pay the full remaining amount due for all or any unpaid shares and, upon any such accelerated payment, any shares that have been fully paid for will be issued and the payroll deduction will no longer apply.
The number of shares to be offered to each eligible subscriber in 2017 will be determined by dividing the applicable annual base salary rate of the subscriber by $550.00 and multiplying that amount by the applicable multiplier shown in the following table based on his or her salary classification on March 31, 2017, with fractional shares being disregarded:

Name
Grade/Band Classifications
Amount
Beneficially Owned (a)
Multiplier
K. M. MazzarellaExecutives EX1 through EX538,5363.00
R. R. HarwoodGrades 17, 18, 19 and 20 and Band M122,9132.50
R. C. LyonsGrades 15 and 1616,8602.25
W. P. MansfieldEligible participants in sales representatives grades who are covered by the Sales Commission Pilot Program13,9162.00
D. G. MaxwellGrades P and Q15,4151.90
Grades N and O1.85
Grades 11, 12, 13 and 14 whose job description provides that they are exempt from overtime1.75
Eligible participants in sales representative grades who are covered by the Sales Incentive Plan1.75
Grades J, K, L and M1.50
Eligible participants in Grades 11, 12 and 13 whose job description provides that they are not exempt from overtime1.5
All other eligible participants1.25

3Our board of directors has determined the appropriate number of shares to be offered to each eligible employee and eligible retiree of Commonwealth Controls Corporation using salary classifications comparable to those listed in the table above.



The proceeds from this offering will be added to working capital, in part to replenish amounts previously used to purchase outstanding shares of Common Stock (or Voting Trust Interests representing them) pursuant to our purchase option.  From January 1, 2017 through June 30, 2017, the Company purchased 330,626 shares (or Voting Trust Interests representing them) for an aggregate purchase price of $6,612,520.  To the extent that shares offered are not subscribed for by employees and qualified retirees, they will not be offered for sale to anyone else and the number of shares sold and the proceeds received will be correspondingly reduced.



(a)The number of shares of Common Stock deposited in the existing voting trust and to which the new Voting Trust Interests will relate. Includes shares subscribed for under the 2016 offering pursuant to Graybar’s Three-Year Common Stock Purchase Plan to purchase additional shares of Common Stock that remain to be paid for and have not yet been issued; excludes shares to be issued on February 3, 2017 pursuant to 5% stock dividend on shares of Common Stock outstanding on December 19, 2016.
Q.How are the Voting Trustees selected?
A.    The Voting Trustees currently serve in that capacity under the existing voting trust agreement that will expire on March 15, 2017. The Board of Directors of the Company has recommended that they serve under the 2017 Voting Trust Agreement, and the individuals have consented to do so.
The 2017 Voting Trust Agreement provides that the Voting Trustees must be regular employees (as defined under Company policy to mean full-time employees who are not on unapproved leave and who are not contract employees or covered by a collective bargaining agreement) of the Company. A Voting Trustee who ceases to be a regular employee for any reason will automatically cease to be a Voting Trustee. Voting Trustees may be removed by the holders of Voting Trust Interests representing at least 66⅔% of the number of shares of Common Stock deposited in the 2017 Voting Trust. Vacancies in the office of Voting Trustee will be filled by a majority of the remaining Voting Trustees unless there are less than three Voting Trustees in office, in which event the vacancies will be filled by the directors of Graybar. No Voting Trustee removed by Participating Shareholders may be reappointed without the approval of holders of at least 66 2/3% of the shares deposited in the Voting Trust.
Q.How do I elect to participate in the 2017 Voting Trust?
A.    If you wish to participate in the voting trust arrangement pursuant to the 2017 Voting Trust Agreement, complete and submit an on-line election in the manner set forth at www.planenrollments.com/votingtrustbefore 5:00 p.m., Central Standard Time on March 3, 2017. You may also subscribe by telephone by dialing 1-866 853-9884. Your shareholder identification number will be your account number and will be printed at the bottom of your blue written Power of Attorney form. Alternatively, you may sign the Power of Attorney that was sent to you with this Prospectus and return it to D. R. Sheff and K. M. Lewey, as attorneys-in-fact, at P.O. Box 7231, St. Louis, Missouri 63177 in the envelope provided. The Power of Attorney (however you indicate your assent) authorizes your attorneys-in-fact to sign and deliver the 2017 Voting Trust Agreement on your behalf, to transfer any shares of Common Stock that are directly or indirectly owned by you to the Voting Trustees under the 2017 Voting Trust Agreement, and to release the 2007 voting trustees from any further obligations under the 2007 voting trust agreement once the 2017 Voting Trust is in place. If you are not a participant in the existing voting trust but elect to participate in the 2017 Voting Trust, you will be required to deliver any certificates representing shares of Common Stock registered in your name to the Voting Trustees for deposit in the 2017 Voting Trust.

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Q.Can I change my mind after I sign and return the Power of Attorney?
A.    Yes, you may revoke your election or the power of attorney by written, electronic or telephonic notification to the attorneys-in-fact any time prior to the close of business on March 3, 2017. After that date, your attorneys-in-fact will sign the 2017 Voting Trust Agreement on your behalf and your Common Stock will remain in the Voting Trust until it terminates on March 1, 2027 or earlier pursuant to a majority vote of the Voting Trustees or by vote of participating shareholders holding Voting Trust Interests representing at least 75% of the Common Stock deposited with the Voting Trustees.
Q.Will I incur any tax as a result of participating in the 2017 Voting Trust?
A.    No. There are no tax consequences associated with an election to participate in the 2017 Voting Trust.
Q.Will I receive voting trust certificates evidencing my beneficial ownership of the Common Stock deposited in the 2017 Voting Trust?
A.    No. Consistent with the board’s declaration in March 2015 that shares of Common Stock will only be issued in certificateless book-entry form, the voting trust interests in the 2017 Voting Trust will be uncertificated and will be evidenced by a book-entry system maintained or caused to be maintained by the Voting Trustees. You will receive an annual statement confirming the number of shares of Common Stock deposited in your account.
Q.If I elect not to participate in the 2017 Voting Trust, what will happen to Common Stock held for my account in the existing voting trust?
A.    The shares of Common Stock represented by voting trust certificates in the existing voting trust will be transferred out of the trust and registered in your name upon termination of the existing voting trust and will be uncertificated and evidenced by a book-entry system maintained or caused to be maintained by the Company.
Q.Do Graybar’s directors and officers intend to participate in the 2017 Voting Trust?
A.    Yes. All directors and executive officers of the Company have indicated their intention to deposit their shares of Common Stock in the 2017 Voting Trust. Such persons beneficially owned an aggregate of 170,845 shares of Common Stock at November 30, 2016, representing approximately 1.0% of the issued and outstanding shares of Common Stock at that date, and have subscribed for an additional 16,908 shares pursuant to the 2016 offering under Graybar’s Three-Year Common Stock Purchase Plan.
Q.Whom should I contact with questions about participation in the 2017 Voting Trust?
A.    If you did not receive this Prospectus from Huntleigh Securities Corporation and you have questions regarding participation in the 2017 Voting Trust, you should contact:
Matthew W. Geekie
Senior Vice President, Secretary and General Counsel

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Graybar Electric Company, Inc.
34 North Meramec Avenue
St. Louis, Missouri 63105
Telephone: (314) 573-9222
E-mail: matthew.geekie@graybar.com
If you were directed to this Prospectus, or if this Prospectus was provided to you, by Huntleigh Securities Corporation, you should contact the designated representative of Huntleigh Securities Corporation named in the letter that directed you to or accompanied this Prospectus.

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RISK FACTORS
Before electing to participate in the 2017 Voting Trust, you should carefully consider the following risk factors.
The Voting Trustees will be entitled to vote in their discretion the Common Stock deposited in the 2017 Voting Trust on all matters covered by the 2017 Voting Trust Agreement other than certain significant corporate transactions.
Under the 2017 Voting Trust Agreement, the Voting Trustees are entitled in their discretion and using their best judgment to vote all the shares deposited in the 2017 Voting Trust on the election of directors (or the removal of any director or the filling of any vacancy on the Board) and the ratification, approval or disapproval of any other action or proposed action of the Company requiring a shareholder vote, except that the Voting Trustees may not vote on the merger or consolidation of Graybar into or with another corporation, the sale of all or substantially all of its assets or its liquidation or dissolution without the consent of the holders of Voting Trust Interests representing at least 75% of the aggregate number of shares then deposited.
Each of the Voting Trustees is a director and member of management of the Company.
The Voting Trustees act by a majority vote of them. As Voting Trustees, they may vote to re-elect themselves as directors. As directors, they may vote to maintain their current positions in management or to promote one or more of them to a more senior position.
The fact that, as of September 30, 2016, approximately 84% of the outstanding Common Stock is held in the existing Voting Trust and voted by the Voting Trustees, the existence of the Company’s purchase option, and other provisions of the Company’s amended certificate of incorporation and New York corporate law may deter an attempted change in control.
The 2017 Voting Trust and the purchase option described below could have the effect of delaying or preventing a change in control of the Company or discouraging an attempt by a third party to acquire control of the Company by tender offer or other means. As long as a substantial number of shares of Common Stock are subject to the 2017 Voting Trust Agreement or any successor voting trust agreement, it may not be possible for a third party to gain control of the Company without the approval of a majority of the then incumbent Voting Trustees. Similarly, unless the Company waives its right to purchase Common Stock granted by the restrictions on transfer described below, which would require approval of the directors in office at the time, consummation of a third-party tender offer or other acquisition transaction may not be possible.
BUSINESSBusiness
We are a leading North American distributor of electrical and communications and data networking products, and are a provider of related supply chain management and logistics services.  We primarily serve customers in the construction, industrial & utility, and commercial, institutional and

7




government (“CIG”), as well as the industrial and utility vertical markets, with products and services that support new construction, infrastructure updates, building renovation, facility maintenance, repair and operations (“MRO”), and original equipment manufacturers (“OEM”).  We purchase all of the products we sell from others, and we neither manufacture nor contract to manufacture any products that we sell.  Our business is primarily based in the United States of America (“U.S.”).  We also have subsidiary operations with distribution facilities in the U.S., Canada and Puerto Rico.
We were incorporated in 1925 under the laws of the State of New York.  Our active and retired employees own 100% of our stock.  There is no public trading market for our common stock.
We distribute approximately one million products purchased from more than 4,6004,500 manufacturers and suppliers. Maintaining strong relationships with our suppliers is important to our business, and we enjoy long-standing relationships with several of our suppliers (or their predecessors).  However, most of our supplier agreements are customarily nonexclusive national or regional distributorships, terminable upon 30 to 90 days’ notice by either party.
We stock approximately 110,000 of the products we distribute in our warehouses, allowing us in most cases to provide customers with convenient, local access to the items they need every day.  The products we distribute can be generally identified as follows:
    Distribution Equipment
    Fittings
 Building and Industrial Wire and Cable
 Fittings
Distribution Equipment
 Data Cables and Cords
 LED and Incandescent Lighting
 Wiring Devices
 Telecommunications ProductFluorescent Lighting
 Fasteners
 Fluorescent LightingTelecommunications Material
 Automation and Controls
 Communication Wire and Cable
 LED, Incandescent and Fluorescent Lamps
 Conduit and Tray
 Enclosures
 Data Connectivity
 MRO Supplies
 Electronic Equipment
 

We sell products and services manufactured or provided by others primarily through a network of sales offices and distribution facilities located in thirteen geographical districts throughout the U.S. We operate multiple distribution facilities in each district, each of which carries an inventory of products and operates as a wholesale distributor for the territory in which it is located.  Some districts have sales offices that do not carry inventory.  In addition, we have seven national distribution centers and ten regional distribution centers containing inventories of both standard and specialized products.  Both the national distribution centers and regional distribution centers replenish inventories carried at our other U.S. distribution facilities and make shipments directly to customers.  We also have subsidiary operations with distribution facilities located in the U.S. and Canada and a single distribution facility in Puerto Rico.

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At NovemberJune 30, 2016, 16,491,6432017, 17,695,636 shares of Common Stock were issued and outstanding.  An additional 610,626349,480 shares of Common Stock have been acquired by us and are held in treasury as of NovemberJune 30, 2016.2017.  As of NovemberJune 30, 2016,2017, approximately 84%81% of the issued and outstanding shares of Common Stock were held of record by K. M. Mazzarella, R. R. Harwood, R. C. Lyons, W. P. Mansfield and D. G. Maxwell, and K. M. Mazzarella, as voting trusteesVoting Trustees under the voting trust agreement, dated March 16, 2007,Voting Trust Agreement among the voting trustees,Voting Trustees, the Company and the shareholders of the Company who have elected to participate therein (the “Participating Shareholders”).  Under the current voting trust agreement,Voting Trust Agreement, Participating Shareholders have deposited their shares of Common Stock with the voting trusteesVoting Trustees and have been issued Voting Trust Interests representing those shares.  The current voting trustVoting Trust was established to permit the owners of shares of Common Stock deposited in the voting trustVoting Trust to act together concerning the management of Graybar and the voting on certain matters presented to the shareholders.
Our address and telephone number are 34 North Meramec Avenue, St. Louis, Missouri 63105 (314-573-9200).  The mailing address of our principal executive offices is P.O. Box 7231, St. Louis, Missouri 63177.  Graybar also maintains an internet website at www.graybar.com.www.graybar.com.  Except as expressly provided herein, information on our website is not part of this Prospectus.

INFORMATION CONCERNING THE VOTING TRUSTEES
The Voting Trustees will deposit all sharesTrust Agreement
As of June 30, 2017, approximately 81% of the outstanding Common Stock beneficially owned by themwas held in the 2017 Voting Trust. As of December 31, 2016, each of theTrust established by a Voting Trustees owned beneficially for his or her account sharesTrust Agreement that became effective on March 3, 2017.  The Voting Trust Agreement will expire on March 1, 2027, unless sooner terminated.
Shares of Common Stock that areyou purchase will be deposited in the existing voting trust agreementVoting Trust, and has subscribed under the 2016 offering pursuantVoting Trust Interests representing them will be issued to Graybar’s Three-Year Common Stock Purchase Plan to purchase additional sharesyou, unless you are currently a shareholder of record of Common Stock that remainwho elected before March 3, 2017 not to be paid for and have not yet been issued, as follows:



Name

Outstanding Shares
Beneficially Owned (1)(2)

Additional Shares
Subscribed For(1)
   
Kathleen M. Mazzarella34,0064,530
Randall R. Harwood21,3861,527
Robert C. Lyons15,3961,464
William P. Mansfield12,5991,317
David G. Maxwell14,2361,179
(1)    Depositedparticipate in the existing voting trust.
(2)Excludes shares to be issued on February 3, 2017 pursuant to 5% stock dividend on shares of Common Stock outstanding on December 19, 2016.

Voting Trust Agreement with respect to the shares you already own. 
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TheUnder the Voting Trustees, as voting trustees under the existing voting trust agreement, hold of record approximately 84% of the outstanding shares of Common Stock. No person owns voting trust certificates under the existing voting trust agreement representing more than 1% of the outstanding shares of Common Stock.
None ofTrust Agreement, the Voting Trustees has received or will receive remuneration for servingare entitled in such capacity.

SUMMARY OF CERTAIN PROVISIONS OF THE 2017 VOTING TRUST AGREEMENT
The statements under this heading relatingtheir discretion and using their best judgment to the 2017 Voting Trust Agreement are summaries and may not containvote all the information that may be important to you and are qualifiedshares deposited in their entirety by reference to the 2017 Voting Trust Agreement, which is attached to this Prospectus as Annex A and incorporated herein by reference. We urge you to read the 2017 Voting Trust Agreement in its entirety because it, and not this description, will define your rights as a holder of the Voting Trust Interests thereunder.
Generalwith respect to . The 2017 Voting Trust Agreement provides for the deposit intoelection of directors and the ratification, approval or disapproval of any other action or proposed action of Graybar requiring a vote or consent by shareholders, except that the Voting Trust of Common Stock or, if applicable, any voting stock of the Company or a successor corporation issued in respect of the Common Stock in connection with a recapitalization or reclassification of the Common Stock orTrustees may not vote on the merger or consolidation of Graybar into or with another corporation, the Company into another corporation. Common Stock deposited insale of all or substantially all of our assets or our liquidation or dissolution without the 2017 Voting Trust will be registered in the nameconsent of the Voting Trustees in their capacities as voting trustees.holders of Voting Trust Interests issued by the Voting Trustees will be uncertificated and evidenced by the book-entry system maintained or caused to be maintained by the Voting Trustees. You may elect to deposit shares of Common Stock into the 2017 Voting Trustrepresenting at any time prior to its expiration or termination. Common Stock deposited in the 2017 Voting Trust may not be withdrawn by the beneficial owner before the expiration or earlier terminationleast 75% of the 2017 Voting Trust Agreement.aggregate number of shares then deposited.  The Voting Trustees doare not have any powerentitled to sell, transfer, or otherwise dispose of shares deposited with them other than to return them to Participating Shareholders in accordance with the 2017 Voting Trust Agreement.
AHolders of Voting Trust Interests will receive cash dividends paid on Common Stock beneficially owned by them and held by the Voting Trustees.  Any Common Stock paid as a stock dividend on beneficially owned shares will be deposited in the Voting Trust and Voting Trust Interests will be issued to the beneficial owner of the Common Stock upon which the stock dividends are paid.  See “Dividends” for more information.
Selected Financial Data
The following selected financial data for the five years ended December 31, 2016 are derived from the audited consolidated financial statements of Graybar Electric Company, Inc.  The financial data for the six-month periods ended June 30, 2017 and 2016 are derived from our unaudited financial statements. These unaudited financial statements include all adjustments, consisting of normal recurring accruals,


which Graybar considers necessary for a fair presentation of the financial position, cash flows, comprehensive income and results of operations for these periods.  Operating results for the six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2017.  The data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, related notes and other financial information that are included in our Annual Report on Form 10-K for the year ended December 31, 2016 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017 filed with the Securities and Exchange Commission (the “SEC”) and incorporated by reference into this Prospectus.  See “Incorporation by Reference.”
  Years Ended December 31, Six Months Ended June 30, (Unaudited)
  2012 2013 2014 2015 2016 2016 2017
  (In thousands, except per share data)
Income Statement Data:              
Net Sales $5,413,281
 $5,659,141
 $5,978,861
 $6,110,299
 $6,385,032
 $3,096,001
 $3,243,451
Net Income attributable to
    Graybar Electric Company, Inc.

 $86,291
 $81,063
 $87,428
 $91,068
 $93,079
 $40,680
 $51,015
Average Common Shares
    Outstanding(A) 

 17,187
 17,151
 17,056
 17,183
 17,386
 17,383
 17,631
Net Income attributable to
    Graybar Electric Company, Inc.
    Per Share of Common Stock(A)

 $5.02
 $4.73
 $5.13
 $5.30
 $5.35
 $2.34
 $2.89
Cash Dividends Per Share of
    Common Stock

 $3.00
 $2.40
 $4.00
 $3.00
 $3.00
 $0.60
 $0.60
               
Balance Sheet Data:              
Total Assets $1,704,197
 $1,779,505
 $1,939,113
 $2,049,543
 $2,099,232
 $2,170,392
 $2,237,126
Total Liabilities $1,103,981
 $1,108,724
 $1,257,132
 $1,361,397
 $1,368,343
 $1,434,631
 $1,451,231
Shareholders’ Equity $600,216
 $670,781
 $681,981
 $688,146
 $730,889
 $735,761
 $785,895
Working capital(B)
 $422,281
 $445,196
 $444,138
 $445,443
 $440,233
 $495,773
 $476,379
Long-term debt $1,990
 $2,731
 $11,595
 $10,272
 $7,271
 $7,692
 $6,614
(A)
All periods have been adjusted for the declaration of a 5% stock dividend in December 2016, a 2.5% stock dividend in December 2015, a 2.5% stock dividend in December 2013, and a 20% stock dividend declared in December 2012.  Prior to these adjustments, the average common shares outstanding for the years ended December 31, 2015, 2014, 2013 and 2012 were 15,965, 15,848, 15,936, and 15,580, respectively.
(B)Working capital is defined as total current assets less total current liabilities.


RISK FACTORS
Before purchasing shares of our Common Stock offered hereby, you should carefully read and consider the following risk factors together with the others set forth in Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for our fiscal year ended December 31, 2016 and in the other information contained in or incorporated by reference into this Prospectus, including our historical financial statements and the related notes thereto.  These risk factors, among others, could cause actual results to differ materially from those currently anticipated.  See “Where You Can Find More Information” and “Incorporation by Reference.”
There is no public trading market for our Common Stock.
No holder of our Common Stock (or Voting Trust Interests representing our Common Stock) may sell, transfer or otherwise dispose of shares (or the Voting Trust Interests) without first offering Graybar the option to purchase them at the price at which they were issued, $20.00 per share.  In the past, Graybar has always exercised its option, and we expect to continue to do so for the foreseeable future.  However, were Graybar to elect not to exercise its option at some time in the future, there can be no assurance as to whether a public trading market would develop or as to the price at which shares would trade if a public trading market did develop.
The potential for appreciation of the value of an investment in our Common Stock is limited.
The purchase price for our Common Stock (or Voting Trust Interest representing our Common Stock) under the Company’s option to purchase is the same as the offer price, $20.00 per share.  Accordingly, as long as Graybar exercises its option to purchase, appreciation in the value of an investment in our Common Stock is dependent solely on the Company’s ability and willingness to declare stock dividends.
Although stock dividends and stock splits have been effected from time to time, including a 5% stock dividend issued on February 3, 2017 to shareholders of record as of December 19, 2016, a 2.5% stock dividend issued on February 1, 2016 to shareholders of record as of December 18, 2015, a 2.5% stock dividend issued on February 3, 2014 to shareholders of record as of January 2, 2014 and a 20% stock dividend issued on February 1, 2013 to shareholders of record as of January 2, 2013, the board of directors has no current plan to declare a stock dividend or stock split at this time, and there can be no assurance that additional stock dividends or stock splits will be effected.  If the board of directors were to declare a dividend, payable in cash or stock, to record holders of Common Stock (or the Voting Trust Interests) on a date prior to the issuance date for this offering, none of the shares subject to this offering would participate in such dividend(s).
The value of our Common Stock is dependent primarily upon the regular payment of cash dividends, which are paid at the discretion of the board of directors.
As a result of the limited appreciation potential, the value of our Common Stock is derived primarily from the payment of cash dividends.  Although cash dividends have been paid on the Common Stock each year since 1929, and at an annual rate of $2.00 per share since 1970 (10% of the price at which shares of Common Stock have been issued historically), except for each of 2013, 2014, 2015 and 2016, where we declared an additional cash dividend, there can be no assurance that the Company will continue to be able to, or will elect to, pay cash dividends on our Common Stock.  As with any corporation’s common stock, payment of dividends is subject to the discretion of the board of directors.


The fact that, as of June 30, 2017, approximately 81% of the outstanding Common Stock is held in the Voting Trust and voted by the Voting Trustees, the existence of the Company’s purchase option, the authority of the board of directors to issue Delegated Authority Preferred, and other provisions of the Company’s amended certificate of incorporation and New York corporate law may deter an attempted change in control.
The Voting Trust and the purchase option described above, as well as the potential issuance of Delegated Authority Preferred described below, could have the effect of delaying or preventing a change in control of the Company or discouraging an attempt by a third party to acquire control of the Company by tender offer or other means.  As long as a substantial number of shares of Common Stock are subject to the Voting Trust Agreement or any successor voting trust was originally establishedagreement, it will not be possible for a third party to gain control of the Company without the approval of a majority of the then incumbent Voting Trustees.  Similarly, unless the Company waives its right to purchase Common Stock and Voting Trust Interests, which would require approval of the then directors, consummation of a third-party tender offer or other acquisition transaction may not be possible.  The board of directors could also increase the number of votes required to approve a change in 1928 as a security devicecontrol of the Company by issuing Delegated Authority Preferred with voting rights.  See “Description of Preferred Stock”. 
Moreover, certain stakeholder provisions of the Company’s Certificate of Incorporation expressly authorize the directors of the Company, in connection with the purchaseexercise of the wholesale distribution business of Western Electric Company, Incorporated. The voting trust arrangement has been continued since its inception by the adoption every ten years, as permitted by applicable law, of successive voting trust agreements by substantially all of the Company’s shareholders. Approaching the renewal of each voting trust arrangement, the Graybar Board of Directors has recommended to shareholders that the voting trust arrangement be continued.  This recommendation has been based on the belief that the business has been operated successfully under this arrangement for many years and that it will continue to servetheir judgment in determining what is in the best interests of the Company and its shareholders.  The Board believes that as stewards working on behalfshareholders, including, but not limited to, in relation to a future change of control transaction, to consider a number of factors in addition to the offered price, which also could discourage a third party’s attempt to acquire control of the shareholders, Graybar’s Voting Trustees have sustained the Company’s strategic purpose and core values, while providing greater long-term stability for the Company and its shareholders.Company.

THE 2017 OFFERING
The 2017 Voting Trust Agreement will expire March 1, 2027, unless extended or sooner terminated.Offering is the second offering made under the Plan.  The 2017 Voting Trust Agreement may be terminated at any time by a majorityCompany is offering to sell to eligible, regular employees and qualified retirees up to an aggregate of the Voting Trustees or by the holders of Voting Trust Interests representing at least 75% of the Common Stock deposited. At any time within six months before the expiration of the 2017

10




Voting Trust Agreement, holders of Voting Trust Interests may, by agreement1,320,000 shares in writing with the Voting Trustees and the Company, extend the duration of the 2017 Voting Trust Agreement for an additional period not exceeding ten years. Any extension will be binding only upon holders of Voting Trust InterestsOffering.  
Employees entitled to subscribe
With certain exceptions described below, each person who give their consent. (Section 6.03)
Theon September 30, 2017 Voting Trust Agreement may be amended or modified at any time by a majority of the Voting Trustees, the Company and the holders of Voting Trust Interests representing at least 75% of the number of shares of Common Stock deposited under the 2017 Voting Trust Agreement. Any amendment or modification could affect the rights of the then existing holders of Voting Trust Interests. (Section 6.02)
The 2017 Voting Trust Agreement is governed by the laws of New York. New York law requires that the Voting Trustees keep available for inspection by the holders of Voting Trust Interests for any purpose reasonably related to such person's interest as a Participating Shareholder, correct and complete books and records of account relating to the 2017 Voting Trust and a record of the names and addresses of the holders of Voting Trust Interests and the number of shares of Common Stock represented thereby and the dates that they acquired such shares. These books and records and a copy of the 2017 Voting Trust Agreement are available for inspection by any holder of Voting Trust Interests or shares of Common Stock at the principal executive offices of the Company located at 34 North Meramec Avenue, St. Louis, Missouri 63105. Holders of Voting Trust Interests have the same rights to inspect Graybar’s books and records under New York law as holders of Common Stock. (Section 3.01)
Voting Trustees. Voting Trustees must be regular (as defined under Company policy to mean full-time employees who are not on unapproved leave and who are not contract employees or covered by a collective bargaining agreement) employees of the Company. Any Voting Trustee who for any cause, including retirement on a pension, ceases to bewas a regular employee of the Company, automatically ceasesCommonwealth Controls Corporation or any qualified subsidiary and had been continuously employed (or who experienced a “Qualified Leave”, asdefined in the Plan to beinclude approved leaves of absence or military leave) by the Company or Commonwealth Controls Corporation since March 31, 2017, or who on March 31, 2017 was a Voting Trustee. Voting Trustees may at any time resignregular employee and may be removed by holders of Voting Trust Interests representing at least 66 2/3% ofthereafter Retired prior to October 1, 2017, is entitled to subscribe for the number of shares of the Company’s Common Stock, depositedpar value $1.00 per share with a stated value of $20.00 per share, determined pursuant to Section 3 of the Plan, at the price of $20.00 per share, as set forth in Section 1.1 of the Plan. 
Such persons are sometimes referred to as “eligible participants” and after completing a Subscription Agreement are referred to as “subscribers”; provided, however, that the term “eligible participants” will not include those who: (a) receive pension payments (other than eligible persons who Retired on or after March 31, 2017), or retainers, whether or not currently employed; (b) are employed solely on a contract basis or who by written agreement have released all stock subscription rights; (c) are included in a collective bargaining unit represented by a labor organization where the agreement between the Company, and the labor organization does not provide that such persons may subscribe for Common Stock of the Company; or (d) receive a “hardship” withdrawal from Account K under the Company’s


Profit Sharing and Savings Plan within the six months preceding the first date that payment for the shares would be due in the 2017 Offering.
Period for and method of making subscription
Any eligible participant desiring to subscribe for shares of Common Stock must either complete and sign a Subscription Agreement in the form approved for such purpose and file it after the date of this Prospectus and on or before December 6, 2017 with the Secretary at the executive offices of the Company, P.O. Box 7231, St. Louis, Missouri 63177 or complete and submit an on-line subscription in the manner set forth at http://www.planenrollments.com/gbe before 5:00 p.m., Central Standard Time on that date.  No subscription will be effective and binding unless and until accepted by the Company at its executive offices.  Subscriptions must be received prior to 5:00 p.m., Central Standard Time on December 6, 2017.
Determination of number of shares for which an eligible participant is entitled to subscribe
The maximum number of shares for which an eligible participant may subscribe will be determined as follows.
Under Section 3.1 of the Plan, the Subscription Right of each eligible participant, subject to increase as provided in Section 3.2 of the Plan and reduction as provided in Section 3.3 of the Plan, will be one (1) share for each $550.00 of his or her annual base salary rate at March 31, 2017.  Fractional shares resulting from this computation will be disregarded.
Under Section 3.2 of the Plan, the number of shares determined in accordance with Section 3.1 of the Plan for eligible participants who were, on March 31, 2017, in the salary classifications listed below, will be increased by the applicable multiplier as follows:
Eligible Company participants in Executive classifications EX 1 through EX 5 -- 3.00 times;
Eligible Company participants in Grades 17 through 20 and Band M1 -- 2.50 times;
Eligible Company participants in Grades 15 and 16 -- 2.25 times;
Eligible Company participants in sales representative grades who are covered by the Sales Commission Pilot Program -- 2.00 times;
Eligible Company participants in Grades P and Q -- 1.90 times;
Eligible Company participants in Grades N and O -- 1.85 times;
Eligible Company participants in Grades 11 through 14 whose job description provides that they are exempt from overtime – 1.75 times;
Eligible Company participants who are covered by the Sales Incentive Plan -- 1.75 times;
Eligible Company participants in Grades J, K, L and M -- 1.50 times;
Eligible participants in Grades 11, 12 and 13 whose job description provides that they are not exempt from overtime – 1.50 times;
All other eligible Company participants -- 1.25 times; and


Eligible participants who are employees of Commonwealth Controls Corporation or a qualified subsidiary-- As determined by our board of directors for each eligible participant using the closest comparable salary classification then in effect at Commonwealth Controls Corporation or such qualified subsidiary.
Fractional shares resulting from the above computation will be disregarded.
Under Section 3.3 of the Plan, in the unlikely event the aggregate number of shares subscribed for by all eligible participants were to exceed 1,320,000, the number of shares that each eligible participant will be entitled to purchase will be reduced to a number determined by multiplying the number of shares such eligible participant has subscribed for (but in no event more than the number to which such participant is entitled to subscribe under Section 3 of the Plan) by a fraction, the numerator of which is 1,320,000, and the denominator of which is the aggregate number of shares subscribed for by all eligible participants. Fractional shares resulting from such computation will be disregarded.
Subscribers may elect to pay for shares subscribed for in one of the following two methods:
all shares subscribed for by cash or check on or before January 12, 2018; or
all shares subscribed for through the installment method through payroll deductions (or if the subscriber is no longer on the Company’s payroll, through direct monthly payments) over an 11-month period beginning with the second bi-weekly payroll date in January.
Shares and Voting Trust Agreement. (Section 5.01)
VacanciesInterests will be issued as of January 12, 2018, in the officecase of Voting Trusteeshares paid for on or before January 12, 2018, and on a quarterly basis as of the tenth day ofMarch, June, September and December to the extent full payment has been made for shares being purchased under the installment method.
Subscriptions will be filled byirrevocable unless your employment terminates for any cause other than Retirement, or you receive a majority“hardship” withdrawal from Account K under Graybar’s Profit Sharing and Savings Plan within the six months preceding the first date that payment for the shares would be due, in either of which case your subscription will be canceled as to shares not yet issued, and the refund of any balance due to you will be made in the following quarter.  If you have elected to pay for shares under the installment method, you may prepay the balance due on all or any of the remaining Voting Trustees, unless there are less than three Voting Trustees in office, in which eventshares being paid for under that method at any time.  Upon prepayment, the vacanciesshares so purchased will be filled by the Company’s directors. No Voting Trustee who has been previously removed from office may be redesignatedissued and such shares or elected a Voting Trustee without the approval of holders ofany Voting Trust Interests representing at least 66 2/3%them will be recorded and the payroll deduction will no longer apply to them.
The Plan provides that no corporate action that will result in a distribution of stock or other assets to our shareholders (except the payment of cash dividends or the issuance of shares of Common Stock pursuant to the installment payment method) will be taken during the term of the Plan without our first giving notice of the proposed action to subscribers under the Plan who have not yet paid in full for the Common Stock for which we have accepted subscriptions.  Those subscribers will have a reasonable opportunity, not less than 45 days, to complete their payment on all shares subscribed for in order that they may obtain the benefits of the contemplated action.
Under the terms of the Plan and your subscription agreement, Common Stock that you purchase will be deposited underin the 2017 Voting Trust Agreement. (Section 5.01)
Theand you will receive Voting Trust Interests, unless you are a holder of record of Common Stock as of the date hereof and elected before March 3, 2017 not to participate in the Voting Trust Agreement provideswith respect to your shares.  In that the Voting Trusteescase, Common Stock that you purchase will exercise their best judgment


be recorded in securing the election of suitable directorsa book-entry system maintained by Graybar and in voting on or consenting to other matters. Voting Trustees maywill be and may vote for themselves as, Company directors. No person is disqualified from acting as a Voting Trustee by reason of any personal interest in the Company, and a Voting Trustee may deal with the Company as fully as if he or she were not a Voting Trustee.uncertificated.  The Voting Trustees may execute any ofTrust Interests also will be uncertificated and evidenced by the trusts or powers or perform any of the duties under the 2017 Voting Trust Agreement either directly or by or through agents or

11




attorneys appointed by them. Any action required or permitted to be takenbook-entry system maintained by the Voting Trustees may be taken by vote or written consent of a majority of the Voting Trustees. (Section 5.02)
Voting Trustees and their agents and attorneys are not liable to holders of Voting Trust Interests or the Company except for their individual willful misconduct. The Company has agreed to indemnifyFor information concerning the Voting Trustees and their agents or attorneys for,the Voting Trust Agreement, see “Information Concerning the Voting Trustees” and to hold them harmless against, any tax, loss, liability or expense incurred for any reason, except their own individual willful misconduct, arising out“Summary of or in connection with the acceptance or administrationCertain Provisions of the Voting Trust and the performance of their duties and obligations and the exercise of their rights and powers under the Voting Trust. The Voting Trustees have been informed that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act of 1933 is against public policy and is unenforceable. Graybar has also agreed to pay reasonable expenses incurred by the Voting Trustees in connection with the performance of their duties and obligations under the 2017 Voting Trust Agreement.
In consideration of the agreement”  A copy of the Voting TrusteesTrust Agreement is being sent or being made available, together with this Prospectus, to serve in that capacity foreach eligible employee who is not either a Participating Shareholder or a holder of record of Common Stock.  
Limitation on Transferability
The current Certificate of Incorporation grants the benefitCompany the option to purchase Common Stock held by you, including Common Stock purchased under the Plan, at $20.00 per share if you desire to sell, transfer or otherwise dispose of the holders of Voting Trust Interests, the 2017those shares, or if you die or if your employment terminates otherwise than by Retirement. 
The Voting Trust Agreement provides that,imposes the same restrictions with regard to Voting Trust Interests.
The Company in the eventpast always has exercised its purchase option and expects to do so in the Company fails or is unable to provide indemnification or pay expenses, the holders of Voting Trust Interests will do so. In that event, the responsibilityfuture.  As a result, no trading market exists for indemnification will be allocated among them ratably in proportion to the Common Stock represented by theiror the Voting Trust Interests.  The obligations ofHowever, the Company andcan make no assurance that it will continue to exercise its purchase option in the holders of Voting Trust Interests are payable from any funds or other assets held byforeseeable future.  If we should decide not to exercise our option at some point in the Voting Trustees for their respective accounts. (Sections 5.03 and 5.04)
No bond is required tofuture, no assurance can be posted bygiven that a public trading market in the Voting Trustees with respect to their performance under the 2017 Voting Trust Agreement.
Voting. The Voting Trustees are entitled in their discretion and using their best judgment to vote on or consent to the election of directors (or the removal of any director or the filling of any vacancy on the Board) and, except as described below, the ratification, approval or disapproval of any other action or proposed action by the Company requiring a shareholder vote. The Voting Trustees, each of whom is currently a Company director, are specifically authorized to vote for themselves as directors under the terms of the 2017 Voting Trust Agreement. The Voting Trustees may not, without the consent of the holders of Voting Trust Interests representing at least 75% of the Common Stock then deposited under the 2017 Voting Trust Agreement, vote on or consent to the merger or consolidation of the Company into another corporation, the sale of all or substantially all of the Company’s assets or the Company’s liquidation and dissolution. (Sections 4.02 and 5.02)
Dividends. All dividends payable with respect to Common Stock deposited under the 2017 Voting Trust Agreement are payable to the Voting Trustees as the owners of record of these shares. The Voting Trustees will retain, under the terms of the 2017 Voting Trust Agreement, all shares of Common Stock received as a stock dividend. The Voting Trustees will make the appropriate book-entry in a Participating Shareholder’s account. The Voting Trustees will pay or cause to be paid to the holders of Voting Trust Interests an amount equalwould develop or as to any cash dividends

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received and any distribution madethe price at which they would trade if a public market did develop.  In that case, it might be difficult for you to holderssell your Common Stock or Voting Trust Interests.  Shares deposited in the Voting Trust may not be withdrawn before its expiration in 2027 or its earlier termination.  See the Plan, attached as Exhibit A, as well as “Description of Common Stock other than in cash or Common Stock or as a result-- Purchase Option” and “Summary of recapitalization or reclassificationCertain Provisions of the Common Stock or a reorganization of the Company. (Section 4.03)
Subscription Offers and Employee Plans. Common Stock subscribed for on behalf of, or acquired by, a holder of a Voting Trust Interest pursuant to a subscription offer or employee plan or otherwise must be deposited with the Voting Trustees and will be held by them under the terms of the 2017 Voting Trust Agreement. The Voting Trustees will cause the appropriate book-entry to be made. (Sections 4.04 and 4.05)
Recapitalization or Reclassification of Common Stock. In the event of a recapitalization or reclassification of the Common Stock, the Voting Trustees will hold, under the terms of the 2017 Voting Trust Agreement, shares of voting stock issued in respect of Common Stock deposited under the 2017 Voting Trust Agreement. In this case, the appropriate book entries will be made. (Section 4.06)
Reorganization of the Company. Depending on the terms of any agreement under which the Company may be merged or consolidated into another corporation, the Voting Trustees either will hold, under the terms of the 2017 Voting Trust Agreement, any shares of voting stock of the successor corporation issued in respect of the Common Stock deposited under the Voting Trust Agreement (in which case the appropriate book entries will be made), or will distribute those shares to the holders of Voting Trust Interests ratably based on the Common Stock represented by their Voting Trust Interests. In any event, any other consideration received as a result of a reorganization will be distributed ratably to the holders of Voting Trust Interests. (Section 4.08)
Dissolution of the Company. In the event of the dissolution and liquidation of the Company, the Voting Trustees will distribute any money, securities, rights or property received by them as the record owners of Common Stock ratably to the holders of Voting Trust Interests. (Section 4.07)
-- Restrictions on Transfer, and Right of the Company to Purchase Beneficially OwnedCommon Stock Represented byVoting Trust Interests Under Certain Circumstances. Circumstances.”
Subscription Agreement
If you desire to purchase shares of Common Stock, you must either complete and submit a Subscription Agreement on-line in the manner set forth at http://www.planenrollments.com/gbe or complete and sign a Subscription Agreement and mail it to the Secretary at:
Graybar Electric Company, Inc.
P.O. Box 7231
St. Louis, Missouri 63177
Attention: Secretary
Subscriptions must be received prior to 5:00 p.m., Central Standard Time, on December 6, 2017.

PURPOSE OF ISSUE; USE OF PROCEEDS
The Plan affords regular employees and qualified retirees of the Company and Commonwealth Controls Corporation and any qualified subsidiary an opportunity to purchase Common Stock under the policy formulated in 1929 when the Company became an employee-owned company through acquisition by its then employees of all the Common Stock of the Company from Western Electric Company, Incorporated.

If fully subscribed, the net proceeds of this offering, after the deduction of estimated expenses, would be approximately $26,300,000.  We intend to add all of the net proceeds from this offering to our working capital, in part to replenish amounts that have been used to purchase Common Stock pursuant to our purchase option.  See “The 2017 Offering” and “Description of Common Stock -- Purchase Option.”  From January 1, 2017 through June 30, 2017, the Company purchased 330,626 shares (or Voting Trust Interests representing such shares) for an aggregate purchase price of $6,612,520.  The addition of net proceeds to our working capital may also be applied to the repayment of short-term indebtedness incurred for working capital purposes and, to the extent not needed for that purpose, will be placed in our general funds or invested in short-term securities.  We currently expect to continue to exercise our option to purchase outstanding shares of Common Stock and Voting Trust Interests and to use working capital to make these purchases.
The short-term debt that could be repaid may be issued under our $550 million credit facility.  The Company makes draw requests from time to time under this facility when cash is needed that exceeds the cash that is generated by our daily operations.  The related loans would bear interest at varying rates for terms that range from one day to six months.  There is no definite intention to pay down those loans with proceeds from this offering, although those loans will be repaid or rolled-over into another loan at maturity, which may (or may not) coincide with a day on which proceeds from the offering are received.
To the extent shares offered under the Plan are not purchased, the number of shares sold and the proceeds received by us will be reduced.  To the extent subscribers elect to purchase shares under the installment method, receipt of the proceeds by us will be deferred.

DIVIDENDS
We have paid cash dividends on our Common Stock every year since 1929.  The following table sets forth the cash dividends per share of Common Stock declared during the periods indicated.
  
Cash
Dividends
2015First Quarter.........................................................................$0.30
 Second Quarter....................................................................0.30
 Third Quarter.......................................................................0.30
 Fourth Quarter.....................................................................2.10
   
2016First Quarter.........................................................................$0.30
 Second Quarter....................................................................0.30
 Third Quarter.......................................................................0.30
 Fourth Quarter.....................................................................2.10
   
2017First Quarter.........................................................................$0.30
 Second Quarter....................................................................0.30
   
A 5% stock dividend was declared to shareholders of record on December 19, 2016.  Shares representing this dividend were issued on February 3, 2017.  In December 2015, a 2.5% stock dividend was declared to shareholders of record on December 18, 2015.  Shares representing this dividend were issued on February 1, 2016.  The board of directors of the Company has no current plan to declare a stock


dividend or stock split at this time and there can be no assurance that the Company will continue to be able to, or will elect to, declare dividends on the Common Stock.  If the board of directors were to declare a dividend, payable in cash or stock, to record holders of Common Stock (or the Voting Trust Interests) on a date prior to the issuance date for this offering, none of the shares subject to this offering would participate in such dividend(s).

DETERMINATION OF OFFERING PRICE
Shares are being offered at $20.00 per share based on the Company’s historical practice to set a price that is affordable.  The offering price, as set forth in Section 1.1 of the Plan, is not based on any formulation of market value.

CAPITALIZATION
The following table sets forth our capitalization as of June 30, 2017 and as adjusted as of that date to reflect the sale of the 1,320,000 shares of Common Stock offered in the current offering under the Plan and our receipt of the net proceeds, assuming that all shares offered will be purchased.  Based on historical experience, the Company believes that less than all shares will be purchased, in which event the net proceeds will be less.  Because we are unable to estimate the number of shares that will be purchased under the installment method, the “As Adjusted” column assumes that no shares will be purchased under the installment method.  It also assumes that all of the net proceeds will be applied initially to the repayment of short-term indebtedness.  However, based on historical experience, the Company believes that a significant number of shares may actually be purchased under the installment method, in which event the receipt of the proceeds will be deferred.  Eligible participants should read this table in conjunction with our consolidated financial statements, the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are contained in our Annual Report on Form 10-K for the year ended December 31, 2016, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017, each of which is incorporated herein by reference.
As of June 30, 2017: As
 ActualAdjusted
SHORT-TERM DEBT:(Unaudited, Dollars in thousands)
Short-term borrowings(1)
$208,162
$181,862
Current portion of long-term debt2,409
2,409
LONG-TERM DEBT:(2)(3)
  
2.30% to 30.63% capital leases, secured by equipment,
various maturities
6,614
6,614
CAPITAL STOCK:  
Common Stock, $1 par value, $20 stated value –
authorized 50,000,000 shares; 17,695,636 outstanding
shares, actual; outstanding 19,015,636, as adjusted
(4)
$353,913
$380,313
Advance payments on subscriptions to common stock$517
$517
_______________________
(1)The borrowings under short-term credit agreements consist of borrowings under bank lines of credit.  The Company has an unsecured $550,000 five-year credit agreement with a group of banks, which includes a combined letter of credit sub-facility of up to $50,000, a U.S. swing line loan facility of up to $50,000 and a Canadian swing line loan facility of up to $20,000.  The credit agreement also includes a $100,000 sublimit (in U.S. or Canadian dollars) for borrowings by Graybar Canada and


contains an accordion feature, which allows the Company to request increased borrowing commitments of up to $300,000.  The credit agreement is scheduled to expire in June 2019.  There were $208,162 of borrowings outstanding under the credit agreement at June 30, 2017.

(2)
The Company has an agreement with Prudential Investment Management, Inc. for an uncommitted shelf facility that enables the Company to borrow up to $100,000 in additional long-term financing with terms of up to twelve years. The agreement expires in August 2020, unless there are borrowings. There were no borrowings under this agreement at June 30, 2017.
(3)
The Company has an agreement with MetLife Investment Advisors, LLC for an uncommitted shelf facility that enables the Company to borrow up to $100,000 in additional long-term financing with terms of up to twelve years, in the case of fixed-rate notes, or ten years, in the case of floating-rate notes. The agreement expires in September 2019, unless there are borrowings.  There were no borrowings under this agreement at June 30, 2017.
(4)Does not include 349,480 shares of Common Stock acquired and held in the Company’s treasury. Approximately 81% of the shares of Common Stock outstanding are held subject to the Voting Trust Agreement. 

DESCRIPTION OF COMMON STOCK
Graybar’s authorized capitalization consists of 10,000,000 shares of preferred stock and 50,000,000 shares of Common Stock.  The stated value of the Common Stock is $20.00 per share.  As of June 30, 2017 there were 2,335 holders of Common Stock and 4,915 holders of Voting Trust Interests for Common Stock.  No preferred stock is outstanding.
Dividends
Except as prohibited by law, dividends may be paid upon the Common Stock at the discretion of our board of directors.  We have historically paid dividends on our Common Stock every year since 1929, as described in “Dividends” above.
Voting Rights
Except as otherwise required by law, holders of Common Stock have the exclusive right to vote in respect of the election of directors and for all other purposes requiring the approval or consent of shareholders.  As a general matter, the Voting Trustees as a group possess the voting power associated with the shares held of record under the Voting Trust Agreement, provides that Voting Trust Interests issued underand such voting power is sufficient to assure the 2017election of the persons nominated by the board of directors for election as directors and, except as provided otherwise in the Voting Trust Agreement, approval of any other matters brought before a meeting of shareholders.  As of June 30, 2017, approximately 81% of the issued and outstanding shares of Common Stock are held by each holder subjectthe Voting Trustees under the Voting Trust Agreement.  The powers of the Voting Trustees to exercise the voting powers of the Common Stock are described under the heading “Summary of Certain Provisions of the Voting Trust Agreement.”

Liquidation Rights
In the event of a voluntary or involuntary dissolution, liquidation or winding-up of Graybar, after payment in full of the amounts required to be paid to any holders of preferred stock, the holders of Common Stock are entitled to share ratably in all remaining assets.
In such event, if any preferred stock is outstanding, the holders of preferred stock would be entitled to receive, in preference to holders of common stock, the par value of the preferred shares plus an amount equal to any dividends accrued thereon to the same termsextent earned but unpaid to the date of payment.
Miscellaneous
The Common Stock has no conversion, preemptive or subscription rights, and conditions upon whichthere are no sinking fund or redemption provisions applicable to the Common Stock.  The outstanding Common Stock is, heldand the shares to be sold under the provisionsPlan will be, when issued in accordance with the Plan, validly issued, fully paid and non-assessable.  Under the New York Business Corporation Law, the ten largest holders of the Company’s amended Restated Certificate of Incorporation. It further provides that the Voting Trustees doCommon Stock are liable under specified conditions for debts, wages or salaries due and not needpaid by us to recognize any claim of a holder of a Voting Trust Interest who has obtained such interest in contravention of any of the provisions of the Company’s amended Restated Certificate of Incorporation in effect at the time. (Sections 3.01 and 4.09).laborers, servants or employees, other than contractors, for services performed by them for us.
Purchase Option
The following is a brief summary of the provisions of our amended Restated Certificate of Incorporation that place restrictions and limitations on the holding and sale, transfer, pledge or other disposition of Common Stock and is qualified by reference to Article Fourth of the amended Restated Certificate of Incorporation and Section 4.04 of the 2017 Voting Trust Agreement.  These provisions also apply to the Common Stock represented by the Voting Trust Interests.  We urge you to read each of the amended Restated Certificate of Incorporation and 2017

13




Voting Trust Agreement respectively, in their entirety because the documents, and not this description, will define your rights as a holder of the Common Stock or Voting Trust Interests, as applicable.  Each of the shares of Common Stock or Voting Trust Interests was acquired for $20.00 per share.
No holder of Common Stock may sell, transfer or otherwise dispose of any shares without first offering us the option to purchase those shares within 30 days after the offer for $20.00 per share, with appropriate adjustment for regular dividends, if any, declared and paid at the end of the quarter in which the offer is made. Any attempt to sell, transfer or otherwise dispose of Voting Trust Interests will constitute an attempt to sell, transfer or otherwise dispose of the Common Stock they represent.share.
We also have the option to purchase for $20.00 per share with appropriate adjustment for regular dividends, if any, the Common Stock of any record shareholder or Participating Shareholder who ceases to be an employee for any reason other than death or retirement on a pension (except a deferred pension)Retirement at any time after termination of employment until 30 days after the holder makes an offer to sell the Common Stock to us.  For purposes of the previous sentence and elsewhere in this Prospectus, "Retirement" is defined in our Certificate of Incorporation to mean: (i) for employees first hired or last rehired on or before July 1, 2015, or receiving pension benefits, retirement on a service pension allowed by the Company; and (ii) for employees first hired after July 1, 2015, attainment of age 65 and three years of company service or attainment of age 55 and twenty years of company service. In the event of the death of any shareholder, we have the option to purchase all or any part of his or her Common Stock owned of record or represented by Voting Trust Interests from the shareholder’s estate for $20.00 per share with appropriate adjustment for regular dividends, if any, at any time after the expiration of one year from the date of death until 30 days after the Common Stock has been offered to us.  If the shareholder’s estate offers to sell the shares to us within the one-year period, our option terminates 30 days from the offer.  In the past, we have always exercised these options and we expect to continue to do so in the foreseeable future.  However, we can make no assurance that we will continue to exercise our purchase option in the future.
No shareholder may hypothecate or pledge Common Stock, or Voting Trust Interests, except under an agreement of hypothecation or pledge containing provisions permitting us to exercise the purchase option referred to

above and to purchase the pledge of shares in the event of default upon payment of the lesser of the amount due on the pledge or the purchase price, and containing suitable provisions for redemption by the shareholder or payment of any balance to which the shareholder may be entitled.  No shareholder may transfer or place any shares of Common Stock, or Voting Trust Interests representing shares, into a trust, except that we will, under certain circumstances, permit a transfer or placement upon receipt of a written agreement from the trustee(s) and the shareholder in a form satisfactory to us providing that the shareholder retains the right to direct the action to be taken by the trustees on any matter submitted to a vote by holders of Common Stock or Voting Trust Interests and recognizing our right to exercise the options referred to above and to purchase the shares, or Voting Trust Interests representing shares, if any party other than the holder or the trustee will claim or establish ownership of or interest in the shares, or Voting Trust Interests representing shares, and requiring the trustee(s) to comply with all provisions of our amended Restated Certificate of Incorporation relating to the sale, transfer or other disposition of shares.
The purchase option described above could have the effect of delaying or preventing a change of control.  See “Risk Factors” beginning on page 7.  In addition, any issuance of Delegated Authority Preferred, with voting rights, may affect the outcome of any action requiring shareholder approval.  See “Description of Preferred Stock,” below.

LEGAL MATTERSDESCRIPTION OF PREFERRED STOCK
The Certificate of Incorporation authorizes 10,000,000 shares of a class of preferred stock (the “Delegated Authority Preferred”).  The term “Delegated Authority” refers to preferred stock, the creation and issuance of which has been authorized in advance by the shareholders and the terms, rights and limitations of which are determined by the board of directors of the Company upon issuance.
Our board of directors is empowered to authorize and issue shares of Delegated Authority Preferred from time to time in one or more series.  Subject to the other provisions of the Company’s Certificate of Incorporation and any limitation prescribed by law, the board of directors is expressly authorized, at its discretion, to adopt resolutions to issue shares of Delegated Authority Preferred, to fix the number of shares and to change the number of shares constituting any series and to provide for or change the designations, relative rights, preferences and limitations thereof, including in each case voting rights, dividend rights (and whether the dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights (including convertibility into Common Stock) and liquidation preferences of the shares constituting any series of the Delegated Authority Preferred, all without any further action or vote by the shareholders.  The board of directors will be required to make any determination to issue shares of Delegated Authority Preferred based on its judgment at the time as to the best interests of the Company and its stockholders.  The Executive Committee of the board will have the authority to take any action the complete board of directors may take with respect to the foregoing.
The Company currently has no arrangements, understandings, agreements or commitments with respect to the issuance of any shares of Delegated Authority Preferred, and the Company may never issue any Delegated Authority Preferred.
If the resolutions adopted by the board of directors at the time of issuance so provide, the holders of Delegated Authority Preferred may have voting rights, including special voting rights, and shares of Delegated Authority Preferred may not be subject to the provisions of the Certificate of Incorporation providing that holders of Common Stock may not sell, transfer or otherwise dispose of shares without offering the Company the option to purchase them.

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The Delegated Authority Preferred is intended to provide the Company with increased flexibility in meeting future financial and operating requirements because it will be available for issuance from time to time for any proper corporate purpose with such features as determined by the board of directors or the Executive Committee of the board at that time.  Such purposes would include, if market conditions warrant, issuance of Delegated Authority Preferred for cash to obtain equity capital for use by the Company.
It should be noted that any issuance of Delegated Authority Preferred with voting rights might, under certain circumstances, have the effect of delaying or preventing a change in control of the Company by increasing the number of outstanding shares entitled to vote and by increasing the number of votes required to approve a change in control of the Company.  Also, shares of voting or convertible preferred stock, or rights to purchase such shares, could be issuedto render more difficult or discourage an attempt to obtain control of the Company by means of a tender offer, proxy contest, merger or otherwise.  The ability of our board of directors to issue such additional shares of Delegated Authority Preferred, with the rights and preferences it deems advisable, could discourage an attempt by a party to acquire control of the Company by tender offer or other means.  However, the creation of the Delegated Authority Preferred was not intended to be an anti-takeover measure and the Company is not aware of any third party plans to attempt to gain control of the Company.


The actual effect of the issuance of shares of Delegated Authority Preferred upon the rights of holders of the Common Stock cannot be determined until the board of directors or the Executive Committee of the board establishes the specific rights of the holders of such Delegated Authority Preferred.  However, the effects might include, among other things, restricting priority of dividends on the Common Stock, diluting the voting power of the Common Stock, reducing the book value of the Common Stock, or impairing the liquidation rights of the Common Stock.  Holders of Common Stock will not have preemptive rights with respect to any issuance of the Delegated Authority Preferred.

Matters
INFORMATION CONCERNING THE VOTING TRUSTEES
As of New York lawJune 30, 2017, approximately 81% of the issued and outstanding shares of Common Stock are held of record in the names of K. M. Mazzarella, R. R. Harwood, R. C. Lyons, W. P. Mansfield and D. G. Maxwell, as Voting Trustees under the Voting Trust Agreement.  As a result, the Voting Trustees share approximately 81% of the voting power with respect to election of directors and certain other matters requiring shareholder approval or consent.  Shares of Common Stock held of record by the Voting Trustees are held for the benefit of holders of Voting Trust Interests issued by the Voting Trustees.
The Voting Trust Agreement will terminate on March 1, 2027, unless sooner terminated as provided therein.


The names, positions with the Company and business addresses of the Voting Trustees are as follows:
Name and PositionBusiness Address
K. M. Mazzarella, Director and
Chairman, President and Chief Executive Officer
34 North Meramec Avenue
St. Louis, MO 63105
R. R. Harwood, Director and Senior Vice President and
Chief Financial Officer
34 North Meramec Avenue
St. Louis, MO 63105
R. C. Lyons, Director and Regional Vice President – Eastern Region34 North Meramec Avenue
St. Louis, MO 63105
W. P. Mansfield, Director and
Senior Vice President – Marketing
34 North Meramec Avenue
St. Louis, MO 63105
D. G. Maxwell, Director and Senior Vice President – Sales34 North Meramec Avenue
St. Louis, MO 63105

The sole occupation of each Voting Trustee is her or his employment with the Company.  All communications to the Voting Trustees should be addressed to the Voting Trustees, c/o Graybar Electric Company, Inc., P.O. Box 7231, St. Louis, Missouri 63177.
As of June 30, 2017, each of the Voting Trustees owned Voting Trust Interests of record and beneficially as follows:
Name
Amount
Owned (a)
K. M. Mazzarella...................................................................40,236
R. R. Harwood......................................................................23,982
R. C. Lyons............................................................................17,630
W. P. Mansfield.....................................................................14,546
D. G. Maxwell.......................................................................16,127
________________
(a)        The number of shares of Common Stock to which the Voting Trust Interests relate.
No individual owns of record and beneficially shares of Common Stock or Voting Trust Interests constituting more than 1% of the outstanding Common Stock.
As of June 30, 2017, all officers and directors as a group owned beneficially, directly and indirectly, Common Stock or Voting Trust Interests representing 196,295 shares of Common Stock (representing approximately 1.1% of the outstanding shares).


We anticipate that each of the Voting Trustees will acquire a beneficial interest in all or a part of the Common Stock that she or he will be entitled to purchase under the Plan.  The approximate number of shares that each of the Voting Trustees will be entitled to purchase is as follows:
NameNumber of Shares
K. M. Mazzarella...................................................................4,755
R. R. Harwood......................................................................1,635
R. C. Lyons............................................................................1,506
W. P. Mansfield.....................................................................1,422
D. G. Maxwell.......................................................................1,296

SUMMARY OF CERTAIN PROVISIONS OF THE VOTING TRUST AGREEMENT
The statements under this heading relating to the validityVoting Trust Agreement are summaries and may not contain all the information that may be important to you and are qualified in their entirety by reference to the Voting Trust Agreement, which is incorporated herein by reference.  We urge you to read the Voting Trust Agreement in its entirety because it, and not this description, will define your rights as a holder of the Voting Trust Interests thereunder.  Copies of the Voting Trust Agreement are on file at our principal executive office and with the SEC in Washington, D.C.  See “Where You Can Find More Information.”  All section references are to the Voting Trust Agreement.
General.  The Voting Trust Agreement provides for the deposit into the Voting Trust of Common Stock or, if applicable, any voting stock of the Company or a successor corporation issued in respect of the Common Stock in connection with a recapitalization or reclassification of the Common Stock or the merger or consolidation of the Company into another corporation.  Common Stock deposited in the Voting Trust will be registered in the name of the Voting Trustees in their capacities as voting trustees.  Voting Trust Interests issued by the Voting Trustees will be uncertificated and evidenced by the book-entry system maintained by the Voting Trustees, unless written notice is sent to the Voting Trustees requesting that the Voting Trustees issue one or more voting trust certificates representing the Voting Trust Interests registered in the name of such Participating Shareholder.  You may elect to deposit shares of Common Stock into the Voting Trust at any time prior to its expiration or termination.  Common Stock deposited in the Voting Trust may not be withdrawn by the beneficial owner before the expiration or earlier termination of the Voting Trust Agreement.  The Voting Trustees do not have any power to sell, transfer or dispose of shares deposited with them other than to return them to Participating Shareholders in accordance with the Voting Trust Agreement.
A voting trust was originally established in 1928 as a security device in connection with the purchase of the wholesale distribution business of Western Electric Company, Incorporated.  The voting trust arrangement has been passed uponcontinued since its inception by Bryan Cave LLP, counsel forthe adoption every ten years, as permitted by applicable law, of successive voting trust agreements by substantially all of the Company’s shareholders.  In connection with the adoption of each new voting trust agreement, management has recommended to shareholders that the voting trust arrangement be continued because it believed that the operation of the business had been successfully conducted under this arrangement and that it was in the best interests of the Company and the Voting Trustees.
WHERE YOU CAN FIND MORE INFORMATIONits shareholders.
The 2017 Voting Trust Agreement does not provide forwill expire March 1, 2027, unless extended or sooner terminated.  The Voting Trust Agreement may be terminated at any time by a majority of the Voting Trustees to furnish reports toor by the


holders of Voting Trust Interests representing at least 75% of the Common Stock deposited.  At any time within six months before the expiration of the Voting Trust Agreement, holders of Voting Trust Interests may, by agreement in writing with the Voting Trustees and the Company, extend the duration of the Voting Trust Agreement for an additional period not exceeding ten years.  Any extension will be binding only upon holders of Voting Trust Interests who give their consent.  (Section 6.03)
The Voting Trust Agreement may be amended or modified at any time by a majority of the Voting Trustees, the Company and the holders of Voting Trust Interests representing at least75% of the number of shares of Common Stock deposited under the Voting Trust Agreement.  Any amendment or modification could affect the rights of the then existing holders of Voting Trust Interests.  However,(Section 6.02)
The Voting Trust Agreement is governed by the laws of New York.  New York law and the 2017 Voting Trust Agreement requirerequires that the Voting Trustees keep available for inspection by the holders of Voting Trust Interests for purposes reasonably related to the Trust correct and complete books and records of account relating to the 2017 Voting Trust and a record of the names and addresses of the holders of the Voting Trust Interests and the number of shares of Graybar Common Stock represented thereby and the dates that they acquired such shares.  These books and records and a copy of the Voting Trust Agreement are available for inspection by any holder of Voting Trust Interests or shares of Graybar Common Stock at the principal executive offices of the Company located at 34 North Meramec Avenue, St. Louis, Missouri 63105.  Holders of Voting Trust Interests have the same rights to inspect Graybar’s books and records under New York law as holders of Common Stock.  (Section 4.01)
Voting Trustees.  Voting Trustees must be regular employees of the Company.  Any Voting Trustee who for any cause, including Retirement, ceases to be a regular employee of the Company automatically ceases to be a Voting Trustee.  Voting Trustees may at any time resign and may be removed by holders of Voting Trust Interests representing at least 66 2/3% of the number of shares of Common Stock deposited under the Voting Trust Agreement.  (Section 5.01)
Vacancies in the office of Voting Trustee will be filled by a majority of the remaining Voting Trustees, unless there are less than three Voting Trustees in office, in which event the vacancies will be filled by the Company’s directors.  No Voting Trustee who has been previously removed from office may be redesignated or elected a Voting Trustee without the approval of holders of Voting Trust Interests representing at least 66 2/3% of the Common Stock deposited under the Voting Trust Agreement.  (Section 5.01)
The Voting Trust Agreement provides that the Voting Trustees will exercise their best judgment in securing the election of suitable directors and in voting on or consenting to other matters.  Voting Trustees may be, and may vote for themselves as, Company directors.  No person is disqualified from acting as a Voting Trustee by reason of any personal interest in the Company, and a Voting Trustee may deal with the Company as fully as if he or she were not a Voting Trustee.  The Voting Trustees may execute any of the trusts or powers or perform any of the duties under the Voting Trust Agreement either directly or by or through agents or attorneys appointed by them.  Any action required or permitted to be taken by the Voting Trustees may be taken by vote or written consent of a majority of the Voting Trustees.  (Section 5.02)
Voting Trustees and their agents and attorneys are not liable to holders of Voting Trust Interests or the Company except for their individual willful misconduct.  The Company has agreed to indemnify the Voting Trustees and their agents or attorneys for, and to hold them harmless against, any tax, loss, liability or expense incurred for any reason, except their own individual willful misconduct, arising out of or in connection with the acceptance or administration of the Voting Trust and the performance of their duties and obligations and the exercise of their rights and powers under the Voting Trust.  The Voting Trustees


have been informed that, in the opinion of the SEC, indemnification for liabilities arising under theSecurities Act of 1933 is against public policy and is unenforceable.  Graybar has also agreed to pay reasonable expenses incurred by the Voting Trustees in connection with the performance of their duties and obligations under the Voting Trust Agreement.
In consideration of the agreement of the Voting Trustees to serve in that capacity for the benefit of the holders of Voting Trust Interests, the Voting Trust Agreement provides that, in the event the Company fails or is unable to provide indemnification or pay expenses, the holders of Voting Trust Interests will do so.  In that event, the responsibility for indemnification will be allocated among them ratably in proportion to the Common Stock represented by their Voting Trust Interests.  The obligations of the Company and the holders of Voting Trust Interests are payable from any funds or other assets held by the Voting Trustees for their respective accounts.  (Sections 5.03 and 5.04)
No bond is required to be posted by the Voting Trustees with respect to their performance under the Voting Trust Agreement.
Voting.  The Voting Trustees are entitled in their discretion and using their best judgment to vote on or consent to the election of directors and, except as described below, the ratification, approval or disapproval of any other action or proposed action requiring a shareholder vote.  The Voting Trustees, each of whom is currently a Company director, are specifically authorized to vote for themselves as directors under the terms of the Voting Trust Agreement.  The Voting Trustees may not, without the consent of the holders of Voting Trust Interests representing at least 75% of the Common Stock then deposited under the Voting Trust Agreement, vote on or consent to the merger or consolidation of the Company into another corporation, the sale of all or substantially all of the Company’s assets or the Company’s liquidation and dissolution.  (Sections 4.02 and 5.02)
Dividends.  All dividends payable with respect to Common Stock deposited under the Voting Trust Agreement are payable to the Voting Trustees as the owners of record of these shares.  The Voting Trustees will retain, under the terms of the Voting Trust Agreement, all shares of Common Stock received as a stock dividend.  The Voting Trustees will make the appropriate book-entry representing Voting Trust Interests in the shares received as a dividend for a Participating Shareholder’s account.  The Voting Trustees will pay or cause to be paid to the holders of Voting Trust Interests an amount equal to any cash dividends received and any distribution made to holders of Common Stock have.other than in cash or Common Stock or as a result of recapitalization or reclassification of the Common Stock or a reorganization of the Company.  (Section 4.03)
Subscription Offers and Employee Plans.  Common Stock subscribed for on behalf of, or acquired by, a holder of a Voting Trust Interests pursuant to a subscription offer or employee plan or otherwise must be deposited with the Voting Trustees and will be held by them under the terms of the Voting Trust Agreement.  The Voting Trustees will make the appropriate book-entry representing Voting Trust Interests for the holders of Voting Trust Interests on whose behalf Common Stock was so deposited.  (Sections 4.04 and 4.05)
Recapitalization or Reclassification of Common Stock.  In the event of a recapitalization or reclassification of the Common Stock, the Voting Trustees will hold, under the terms of the Voting Trust Agreement, shares of voting stock issued in respect of Common Stock deposited under the Voting Trust Agreement.  In this case, the appropriate book entries will be made.  (Section 4.06)
Reorganization of the Company.  Depending on the terms of any agreement under which the Company may be merged or consolidated into another corporation, the Voting Trustees either will hold,


under the terms of the Voting Trust Agreement, any shares of voting stock of the successor corporation issued in respect of the Common Stock deposited under the Voting Trust Agreement (in which case the appropriate book entries will be made), or will distribute those shares to the holders of Voting Trust Interests based on the Common Stock represented by their Voting Trust Interests.  In any event, any other consideration received as a result of a reorganization will be distributed ratably to the holders of Voting Trust Interests.  (Section 4.08)
Dissolution of the Company.  In the event of the dissolution and liquidation of the Company, the Voting Trustees will distribute any money, securities, rights or property received by them as the record owners of Common Stock ratably to the holders of Voting Trust Interests.  (Section 4.07)
Restrictions on Transfer, and Right of the Company to Purchase Voting Trust Interests Under Certain Circumstances.  The Voting Trust Agreement provides that Voting Trust Interests issued under the Voting Trust Agreement are held by each holder under the same terms and conditions upon which Common Stock is held under the provisions of the Company’s Certificate of Incorporation.  It further provides that the Voting Trustees do not need to recognize any claim of a holder of a Voting Trust Interest who has obtained such interest in contravention of any of the provisions of the Company’s Certificate of Incorporation in effect at the time.  See “Description of Common Stock -- Purchase Option.”  (Sections 3.01 and 4.09).

LEGAL MATTERS
Matters of New York law relating to the validity of the Common Stock and the Voting Trust Interests have been passed upon by Bryan Cave LLP, counsel for the Company and the Voting Trustees.

EXPERTS
The consolidated financial statements of Graybar Electric Company, Inc. included in Graybar Electric Company, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in its report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION
Graybar filesand the Voting Trustees file reports, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, all amendments to those reports (when applicable) and other filings with the SEC.  You may read and copy this information at the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549-0213.  Please call the SEC at 1-800-SEC-0330 for further information regarding the Public Reference Room.  The SEC also maintains a website that contains reports, information statements and other information about issuers, including Graybar and the Voting Trust, who file electronically with the SEC.  The address of that site is http//:www.sec.gov.www.sec.gov.  Reports and other information filed by Graybar and the Voting Trustees may also be accessed at our website, www.graybar.com, atwww.graybar.com, at http://www.graybar.com/company/about/sec-filings.  Except as expressly provided herein, information on our website is not part of this Prospectus.  Requests for hard copies of the reports and other information filed by Graybar and the Voting Trustees should be directed to Matthew W. Geekie, Esq., Senior Vice President, Secretary and General Counsel, Graybar Electric Company, Inc., P.O. Box 7231, St. Louis, Missouri 63177, telephone number (314) 573-9200 and e-mail addressmatthew.geekie@graybar.com.
matthew.geekie@graybar.com.  Graybar intends to furnish copies of its Annual Report to Shareholders to holders of Voting Trust Interests as well as to shareholders of record of its Common Stock.

15






16




ANNEX A








GRAYBAR ELECTRIC COMPANY, INC.



VOTING TRUST AGREEMENT





Dated as of March 3, 2017



record.

INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” information into this Prospectus.  This means that we can disclose important information to you by referring you to another document that we previously filed with the SEC.  The information incorporated by reference is considered to be a part of this Prospectus, except for any information that is superseded or updated by information that is included directly in this Prospectus.
This Prospectus incorporates by reference the documents listed below that the Company has previously filed with the SEC.  They contain important information about the Company and its financial condition.
SEC FilingFiling DatePeriod
INDEX
Annual Report on Form 10-KFiled March 10, 2017Year Ended December 31, 2016
Quarterly Report on Form 10-QFiled May 2, 2017Quarter Ended March 31, 2017
Quarterly Report on Form 10-QFiled August 1, 2017Quarter Ended June 30, 2017



Definitive Information StatementFiled April 24, 2017 
   
Current Report on Form 8-KPage
PARTIESA-1
RECITALSA-1
ARTICLE IFiled March 10, 2017 
   
DEFINITIONSCurrent Report on Form 8-KFiled June 8, 2017 
   
Current Report on Form 8-K
Section1.01.AgentA-1
Section1.02.Certificate of IncorporationA-1
Section1.03.Common StockA-1
Section1.04.CorporationA-1
Section1.05.Non-participating ShareholdersA-1
Section1.06.Participating ShareholdersA-2


Section1.07.RegisterA-2
Section1.08.ShareholdersA-2
Section1.09.Stock CertificatesA-2
Section1.10.2007 Voting TrustA-2
Section1.11.Uncertificated SharesA-2
Section1.12.Voting Trust AgreementA-2
Section1.13.Voting Trust InterestsA-2
Section1.14.Voting TrusteesA-2
ARTICLE II
PARTICIPATION
Section2.01.Election to ParticipateA-2
Section2.02.Voting Trust InterestsA-3
ARTICLE III
VOTING TRUST INTERESTS
Section3.01.Registration and Registration of TransferA-3
Section3.02.LimitationsA-4
ARTICLE IV
CONCERNING THE PARTICIPATING SHAREHOLDERS
Section4.01.Rights of Participating ShareholdersA-6
Section4.02.VotingA-6
Section4.03.DividendsA-6
Section4.04.Subscription OffersA-7
Section4.05.Employee PlansA-7
Section4.06.Recapitalization or Reclassification of Common StockA-7
Section4.07.Dissolution of the CorporationA-8
Section4.08.Reorganization of the CorporationA-8
Section4.09.Restrictions on TransferA-8
Section4.10.Return of Common StockA-8
Section4.11.Meetings of Participating ShareholdersA-9
ARTICLE V
CONCERNING THE VOTING TRUSTEES
Filed August 2, 2017 


Section5.01.Appointment and Qualification; VacanciesA-10
Section5.02.Rights and PowersA-10
Section5.03.Limitation on Liability; IndemnificationA-11
Section5.04.Compensation and ExpensesA-12
ARTICLE VI
MISCELLANEOUS
Section6.01.Appointment of AgentsA-13
Section6.02.AmendmentA-13
Section6.03.Termination or ExtensionA-13
Section6.04.NoticesA-14
Section6.05.Successors and AssignsA-14
Section6.06.CounterpartsA-14
Section6.07.Governing LawA-14
Section6.08.SeverabilityA-14
Section6.09.Headings; Table of ContentsA-15



THIS VOTING TRUST AGREEMENT, dated and effective as of March 3, 2017, amongThe Annual Report on Form 10-K for the owners of shares of common stock, par value $1.00 per share with a stated value of $20.00 per share (the “Common Stock”), of GRAYBAR ELECTRIC COMPANY, INC., a New York corporation (the “Corporation”), who shall become parties to this Voting Trust Agreement as hereinafter provided (the “Participating Shareholders”), Randall R. Harwood, Robert C. Lyons, William P. Mansfield, David G. Maxwell and Kathleen M. Mazzarella, as voting trustees (the “Voting Trustees”), and the Corporation.

WITNESSETH:

WHEREAS, approximately 84% of the issued and outstanding shares of Common Stock of the Corporation are owned of record by the Voting Trustees, in their capacity as voting trustees under a voting trust agreement dated as of March 16, 2007, which agreement, unless extended or sooner terminated as provided therein, will terminate on March 15, 2017; and

WHEREAS, the Participating Shareholders believe it is advisable and in the best interests of the Corporation and the Participating Shareholders to enter into this Voting Trust Agreement in order to secure continuity and stability of policy and management of the Corporation by acting together with respect to the voting on or consenting to certain matters that may be acted upon by the beneficial owners of Common Stock.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

For all purposes of this Voting Trust Agreement, the following terms shall have the respective meanings specified in this Article I.

Section 1.01. “Agent” shall mean each of the individuals, and their respective successors, appointed as an Agent of the Voting Trustees pursuant to the provisions of Section 6.01 hereof.

Section 1.02. “Certificate of Incorporation” shall mean the amended Restated Certificate of Incorporation of the Corporation as further amended from time to time.

Section 1.03. “Common Stock” shall have the meaning provided therefor in the Preamble to this Agreement and may be represented by Stock Certificates or Uncertificated Shares.

Section 1.04. “Corporation” shall have the meaning provided therefor in the Preamble to this Agreement and shall include its successors.

Section 1.05. “Non-participating Shareholders” shall mean the owners of shares of Common Stock who do not become parties to this Voting Trust Agreement.


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Section 1.06. “Participating Shareholders” shall mean the owners of shares of Common Stock who have become parties to this Voting Trust Agreement pursuant to the provisions of Section 2.01 or Section 2.02(b) hereof.
Section 1.07. “Register” shall have the meaning provided therefor in Section 3.03(b) hereof.

Section 1.08. “Shareholders” shall mean the Participating Shareholders and the Non-participating Shareholders.

Section 1.09. “Stock Certificates” shall mean the certificates representing shares of Common Stock, whether or not the same shall have been depositedyear ended December 31, 2016 filed with the Voting Trustees pursuant to this Voting Trust Agreement.

Section 1.10. “2017 Voting Trust” shall mean the trust established pursuant to the provisions of this Voting Trust Agreement.

Section 1.11. “Uncertificated Shares” shall mean shares of Common Stock that are evidenced by a book-entry system maintained or caused to be maintained by the Corporation.

Section 1.12. “Voting Trust Agreement” shall mean this Voting Trust Agreement, dated as of March 3, 2017, among the Participating Shareholders, the Voting Trustees and the Corporation, as it may hereafter be amended or modified pursuant to the provisions of Section 6.02 hereof.

Section 1.13. “Voting Trust Interests” shall mean the beneficial ownership of, and the rights, duties and obligations of a Participating Shareholder with respect to, the shares of Common Stock deposited by him or her in the 2017 Voting Trust and held therein as set forth in this Voting Trust Agreement, which shall be evidenced by a book-entry system maintained or caused to be maintained by the Voting Trustees.

Section 1.14. “Voting Trustees” shall mean the persons named in the Preamble to this Agreement as voting trustees and their survivors or survivor and their or his or her successors or successor, as voting trustees, appointed pursuant to the provisions of Section 5.01 hereof.


ARTICLE II

PARTICIPATION

Section 2.01. Election to Participate. Any Shareholder may elect to participate in the 2017 Voting Trust at any time prior to its expiration or termination by (i) executing and delivering a copy of this Voting Trust Agreement, either in person or by his or her duly authorized attorney-in-fact, and (ii) depositing or causing to be deposited with the Voting Trustees the shares of Common Stock beneficially owned by such Participating Shareholder, whether represented by Stock Certificates or Uncertificated Shares.



A-2




Section 2.02. Voting Trust Interests.
(a)     Upon receipt by the Voting Trustees of (i) a copy of this Voting Trust Agreement duly executed by a Participating Shareholder or his or her duly authorized attorney-in-fact and (ii) the shares of Common Stock beneficially owned by such Participating Shareholder, the Voting Trustees will record such Participating Shareholder’s ownership of the Voting Trust Interests in such shares of Common Stock in the Register.

(b)    Upon receiptSEC by the Voting Trustees on behalfMarch 24, 2017 is also incorporated by reference.
You may obtain any of the documents incorporated by reference into this Prospectus through the Company or from the SEC through the SEC’s website at the address provided above under the heading “Where You Can Find More Information.”  Documents incorporated by reference are available on Graybar’s website at http://www.graybar.com/company/about/sec-filings or in hard copy, upon written or oral request, from the Company, without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents.  Certain states require that the offering be made through a Participating Shareholder, as the record owner of shares of Common Stock beneficially owned by such Participating Shareholder, of additional shares of Common Stock, whether as a result of a stock dividend or stock split or pursuant to directions given to the Corporation by such Participating Shareholder or his or her duly authorized attorney-in-fact concerning shares of Common Stock purchased pursuant to a subscription offerdealer registered in that state.  The offering will be made to eligible employeesresidents of those states through Huntleigh Securities Corporation.  Huntleigh Securities Corporation provides financial advice to Graybar on a retainer basis and will not be receiving any selling commissions in connection with the offering.  If you were directed to this Prospectus, or if this Prospectus was provided to you by, Huntleigh Securities Corporation, or otherwise,you should contact the Voting Trustees will record such Participating Shareholder’s ownershipdesignated representative of the Voting Trust Interests in such additional shares of Common StockHuntleigh Securities Corporation named in the Register.
(c)    No fractional Voting Trust Interests shallletter that directed you to or accompanied this Prospectus if you have questions.  Requests for hard copies should be issued by the Voting Trustees. In lieu thereof, the Voting Trustees shall deliver cash received from the Corporation as appropriate.

ARTICLE III

VOTING TRUST INTERESTS

Section 3.01. Registration and Registration of Transfer.
(a)     Subjectdirected to the limitations on transfer set forth from time to time in the Certificate of Incorporation and in Article IV hereof, ownership of Voting Trust Interests may be transferred by complying with the instructions set forth in Section 3.0(b) hereof. Upon such transfer, the Voting Trustees will cause the transfer of ownership to be recorded in the Register.

(b)     The Voting Trustees shall maintain, or cause to be maintained, a book-entry system (the “Register”) in which, subject to such reasonable regulations as they may prescribe, the Voting Trustees shall register the original ownership of Voting Trust Interests and shall register the transfer of ownership of Voting Trust Interests pursuant to the provisions of this Voting Trust Agreement. The Register shall show the name and address of each Participating Shareholder, a list of the shares of Common Stock transferred to the Voting Trustees in respect of the Voting Trust Interests, the number of shares of Common Stock represented by such Voting Trust Interests, and the dates when each such Participating Shareholder became the owners thereof. A Participating Shareholder may request transfer of such ownership by sending a written instrument or instruments of transfer, in form satisfactory to the Voting Trustees, duly executed by the registered owner or by his or her duly authorized attorney-in-fact to the Voting Trustees at the executive offices of the Corporation. The Voting Trustees may appoint one or more transfer agents or registrars (who may be the Agents or other employees of the Corporation or a third-party) to maintain the Register pursuant to this Section 3.01(b).Matthew W. Geekie, Esq., Senior Vice


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(c)    No service charge shall be made for any registration of transfer of ownership of any Voting Trust Interest, but the Voting Trustees may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.

(d)    Prior to receipt of a properly executed written instrument requesting transfer of Voting Trust Interests for registration of transfer on the Register, the Voting Trustees shall not be bound to recognize any equitable or other claim to or interest in any Voting Trust Interest on the part of any person other than the registered owner thereof, whether or not the Voting Trustees shall have notice of such claim or interest.

(e)    The Voting Trustees may make such rules and regulations as they deem expedient and proper concerning registration of transfer of ownership of Voting Trust Interests, and may close the Register against transfers at any time or times that the Corporation properly closes its record of shareholders against transfers of shares of Common Stock. Any record date fixed by the Corporation for the purpose of determining shareholders entitled to receive any payment or distribution shall be used by the Voting Trustees in determining Participating Shareholders entitled to receive such payment or distribution pursuant to the provisions of this Voting Trust Agreement.

(f)    To the extent required by section 621 of the Business Corporation Law of the State of New York (the “BCL”) (or any successor statute), (i) a duplicate of this Voting Trust Agreement shall be filed with the office of the Corporation, (ii) this Voting Trust Agreement and the Register shall be open at all reasonable times to the same right of inspection of Shareholders, in person or by agent or attorney, as are the records of the Corporation under section 624 of the BCL at the office of the Corporation or other place of which the Shareholders have been notified in writing and (iii) the Register may be in written form or any other form capable of being converted into written form within a reasonable time.

Section 3.02. Limitations.

(a)As set forth below in Article IV, the sale, transfer, pledge or other disposition of the Voting Trust Interests shall be subject to the same restrictions and limitations that affect the Common Stock, including the options of the Corporation to purchase the Common Stock represented by the Voting Trust Interests, and Participating Shareholders shall receive a written statement substantially to the following effect (which statement may be appropriately modified without requiring any amendment of this Voting Trust Agreement):


RESTRICTIONS ON TRANSFER AND RIGHT OF THE COMPANY TO PURCHASE BENEFICIALLY OWNED COMMON STOCK REPRESENTED BY VOTING TRUST INTERESTS UNDER CERTAIN CIRCUMSTANCES.
The 2017 Voting Trust Agreement provides that Voting Trust Interests issued under the Voting Trust Agreement, and the Common Stock they represent, are held by each holder subject to the same terms and conditions upon which Common Stock is held under the provisions of Graybar’s amended Restated Certificate of Incorporation. It further provides that the Voting Trustees do not

A-4




need to recognize any claim of a holder of a Voting Trust Interest who has obtained a Voting Trust Interest in contravention of any of the provisions of Graybar’s amended Restated Certificate of Incorporation in effect at the time.
The following is a brief summary of the provisions of the amended Restated Certificate of Incorporation of Graybar Electric Company, Inc., a corporation formed under the Business Corporation Law of the State of New York, that place restrictions and limitations on the holding and sale, transfer, pledge or other disposition of Common Stock. These provisions also apply to the Common Stock represented by Voting Trust Interests. This summary is qualified in its entirety by reference to a full statement of the designation, relative rights, preferences and limitations of the Common Stock, a copy of which will be furnished to you without charge upon request to Matthew W. Geekie, Senior Vice President, Secretary and General Counsel, Graybar Electric Company, Inc., P.O. Box 7231, St. Louis, Missouri 63177, telephone number (314) 573-9200 and e-mail address matthew.geekie@graybar.com.
No holder

EXHIBIT A
AMENDED AND RESTATED THREE-YEAR COMMON STOCK PURCHASE PLAN
DATED AS OF JUNE 9, 2016 (AND AMENDED AND RESTATED AS OF JUNE 8, 2017)
RELATING TO UP TO 4,000,000SHARES OF COMMON STOCK OF
GRAYBAR ELECTRIC COMPANY, INC.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

1.    General; Employees entitled to subscribe.
1.1This Plan provides for offerings in each of the years 2016, 2017, and 2018 (each, an “Applicable Year”) to eligible employees, including officers, of Graybar Electric Company, Inc. (the “Company”), and its wholly owned subsidiary, Commonwealth Controls Corporation or any wholly owned subsidiary of the Company that the Board of Directors authorizes to participate in this Plan (“Affiliate”), and certain retirees who were regular employees of the Company, Commonwealth Controls Corporation or such Affiliate on March 31 of the Applicable Year, of the right to subscribe for shares of the Company’s common stock, par value $1.00 per share with a stated value of $20.00 per share (the “Common Stock”), at a price of $20.00 per share.  The aggregate number of shares of Common Stock to be offered in each year and the terms of such offering shall be determined by the Board of Directors.  The maximum number of shares of Common Stock that may be issued pursuant to this Plan is 4,000,000.  This Plan shall remain in effect until January 31, 2019 unless terminated prior thereto by the Board of Directors of the Company, and thereafter insofar as the provisions relate to shares of Common Stock subscribed for under the Payroll Deduction Method as described in Section 4.2.

1.2.Each person who on September 30 of the year in which an offering is conducted (the “Applicable Year”) is (a) a regular employee of the Company, Commonwealth Controls Corporation or an Affiliate and is continuously employed by the Company, Commonwealth Controls Corporation or any such Affiliate since March 31 of the Applicable Year or (b) a person who on March 31 of the Applicable Year is a regular employee of the Company, Commonwealth Controls Corporation or any Affiliate and who Retires after March 31 and prior to October 1 of the Applicable Year (a “Qualified Retiree”) will be entitled to subscribe at the price of $20.00 per share for the number of shares of the Company’s Common Stock determined pursuant to Section 3; provided that an otherwise regular employee who experiences any leave of absence initiated during the Applicable Year or who is on military leave (a “Qualified Leave”) during the Applicable Year shall not be ineligible or disqualified solely as a result of such Qualified Leave.  The persons namedin the immediately preceding sentence are sometimes referred to as “eligible participants” or “Qualified Retirees” and after executing a Subscription Agreement are referred to as “subscribers”; provided, however, that the term “eligible participants” shall not be deemed to include in any Applicable Year: any person (a) who Retires (unless he or she is a regular employee on March 31 of an Applicable Year and Retired after said March 31 and prior to October 1 of the Applicable Year), (b) who is employed solely on a contract basis or who by written agreement has released all stock subscription rights, (c) who is included in a collective bargaining unit represented by a labor organization where the agreement between the Company and the labor organization does not provide for such person to subscribe for Common Stock of the Company or (d) who receives a “hardship” withdrawal from Account K under the Company’s Profit Sharing and Savings Plan (or similar account under any

such successor or additional plan) within the 6 months preceding the first date that payment is due pursuant to Section 4 of this Plan.  As used in this Plan, "Retire" and "Retirement" shall mean: (i) for employees last hired or rehired before July 1, 2015 or those who have commenced payment of retirement income under a pension allowed by the Corporation, retirement on a pension allowed by the Corporation (other than a deferred pension), and (ii) for employees last hired or rehired on or after July 1, 2015, (x) attainment of age 65 and completion of at least three years of company service, or (y) attainment of age 55 and completion of at least 20 years of company service, or such other meaning as shall be ascribed to such terms as shall be found in the certificate of incorporation of the Company.

2.    Period for and method of making subscription.
Any eligible participant desiring to subscribe for shares of Common Stock offered for sale under this Plan shall either sign a Subscription Agreement substantially in the form set forth herein, or as otherwise approved by the Board of Directors for such purpose for an offering to be made in an Applicable Year, and file it, on or before the date specified for each Applicable Year, with the Secretary at the executive offices of the Company, 34 North Meramec Avenue, Clayton, Missouri 63105, or complete and submit an on-line subscription in the manner set forth at http://www.planenrollments.com/gbeon or before such date.  No subscription shall be effective and binding unless and until accepted by the Company at its executive offices.  No subscription will be accepted after the close of business on the date specified in the applicable Subscription Agreement.
3.    Determination of number of shares for which an eligible participant is entitled to subscribe.
The maximum number of shares for which an eligible participant may subscribe shall be determined as hereinafter provided:
3.1.      The Subscription Right of each eligible participant, subject to increase as provided in Section 3.2 and reduction as provided in Section 3.3, shall be determined by dividing the annual salary rate of each eligible participant in effect on March 31 of the Applicable Year by a dollar amount determined by the Board of Directors for each Applicable Year (or such other dollar amount or other ratio as may hereafter be established with respect to an offering of shares for an Applicable Year by the Board of Directors).  Fractional shares resulting from this computation shall be disregarded.
3.2.      The number of shares determined in accordance with Section 3.1 shall, in the case of eligible participants who on March 31 of the Applicable Year were in the classifications and job descriptions listed below, be multiplied as follows (or using such other multiple ashereafter may be established with respect to an offering of shares for an Applicable Year by the Board of Directors):

3.2.1.Eligible participants in Executive classifications EX 1 through EX 5 – 3.00 times;
3.2.2.Eligible participants in Grades 17 through 20 and Band M1 – 2.50 times;
3.2.3.Eligible participants in Grades 15 and 16 – 2.25 times;
3.2.4.Eligible participants in sales representative grades who are covered by the Sales Commission Pilot Program – 2.00 times;

3.2.5.Eligible participants in Grades P and Q – 1.90 times;
3.2.6.Eligible participants in Grades N and O – 1.85 times;
3.2.7.1   Eligible participants in Grades 11 through 14 whose job description provides that they are exempt from overtime – 1.75 times;
3.2.7.2   Eligible participants in sales representative grades who are covered by the Sales Incentive Plan – 1.75 times;
3.2.8. Eligible participants in Grades J, K, L and M – 1.50 times;

3.2.9.Eligible participants in Grades 11, 12 and 13 whose job description provides that they are not exempt from overtime – 1.50 times;
3.2.10.All other eligible participants – 1.25 times.
Fractional shares resulting from the above computations shall be disregarded.
3.3.      In the unlikely event the aggregate number of shares subscribed for by all eligible participants in an offering for an Applicable Year were to exceed the number of shares that the Board of Directors determines shall be offered in such Applicable Year, the number of shares that each eligible participant would be entitled to purchase shall be reduced to a number determined by multiplying the number of shares for which such eligible participant has subscribed (but in no event more than the number to which such employee is entitled to subscribe under this Section) by a fraction, the numerator of which is the number of shares being offered and the denominator of which is the aggregate number of shares subscribed for by all eligible participants. Fractional shares resulting from such computation shall be disregarded.

4.    Payments for issuance of stock.
Payments for shares subscribed for may be made pursuant to either of the following methods (or such other method as hereafter may be established by the Board of Directors with respect to any offering):
4.1.      Full Payment:  Payment in full for the shares subscribed for on or before the date in January of the year following the Applicable Year set by the Board of Directors, in which case the shares paid for will be issued as of that date.

4.2.      Payroll Deduction:  Payments in equal installments made at each of the regular pay periods commencing with the second pay period in January of the year following the Applicable Year and ending with the last pay period in November of that year.  The Company shall issue shares no later than the tenth day of March, June, September and December of the year following the Applicable Year to the Voting Trustees or Non-Participating Shareholders (as such terms are defined in Section 5.2), whichever is appropriate, for such number of shares of Common Stock as have been paid for prior to such issue date.
4.2.1.  Payments shall be made, in the case of a subscriber on the Company’s, Commonwealth Controls Corporation’s, or any Affiliate’s payroll, through payroll deductions

authorized by the subscriber and, in the case of a subscriber who is no longer on such payroll but whose subscription has not been cancelled in accordance with Section 5.4, through monthly payments made directly by such person to the Treasurer of the Company on or before the last day of each month.  Except as provided in Section 5.4, subscriptions made under the Payroll Deduction Method and the obligations of subscribers to make full payment for all shares subscribed for (including any authorization to the Company, Commonwealth Controls Corporation or such Affiliate to make payroll deductions) shall be irrevocable.
4.2.2.  No interest shall be paid on amounts deducted from a participant’s salary or paid directly to the Treasurer.
4.2.3.  A subscriber, at his or her option exercised at any time, may pay the balance due on all or any portion of the number of shares subscribed for, and upon such payment, shares will be issued for which payment is so made.
5.    Conditions of subscription.
Each subscription for shares of Common Stock hereunder is expressly subject to, among other things, the following terms, and every subscriber shall agree to all of them by executing a Subscription Agreement:
5.1.Right to receive stock not transferable.
No subscriber may sell, pledge or in any manner alienate or suffer to be alienated his or her right to purchase Common Stock under the Plan, including the right to receive Voting Trust Interests or shares of Common Stock.  A violation of this provision shall constitute a withdrawal by the subscriber from his or her Subscription Agreement, in which event the only right of the subscriber or his or her assignee shall be to have the Company return to the person entitled thereto the total amount paid under said Subscription Agreement.  Such return shall operate as a cancellation and satisfaction of all rights under the Subscription Agreement.
5.2.Issuance of stock certificates and Voting Trust Interests.

Shares or Voting Trust Interests representing the shares subscribed for and purchased pursuant to this Plan by subscribers who are or who, upon executing a Subscription Agreement, become parties to the Voting Trust Agreement (the “Voting Trust Agreement”) dated as of March 3, 2017, relating to shares of Common Stock of the Company, shall be issued to, and deposited by the Company with, the Voting Trustees thereunder (the “Voting Trustees”) in accordance with the provisions of Section 4.05 of the Voting Trust Agreement. The Voting Trustees will record ownership of Voting Trust Interests for such subscribers representing the number of shares subscribed for and purchased by them and deposited in the Voting Trust.  Shares subscribed for and purchased pursuant to this Plan by subscribers who are shareholders prior to such subscription and who are not parties to the Voting Trust Agreement (“Non-Participating Shareholders”) shall be recorded in a book-entry system maintained or caused to be maintained by the Company and shall be uncertificated.
5.3.Subscribers bound by provisions in Restated Certificate of Incorporation, as amended.

All shares of Common Stock subscribed for shall be issued and held subject to all the terms, provisions, restrictions and qualifications set forth in the Restated Certificate of Incorporation, as amended, of the Company, which provides, among other things, that the Company has the option to purchase outstanding shares of Common Stock at the price at which such shares were issued in the event any shareholder shall desire to sell, transfer or otherwise dispose of any of his or her shares, without first offering Graybaror in the event of his or her death (in which case the option to purchase those shares within 30 daysis exercisable beginning one year after the offer for $20.00 per share, with appropriate adjustment for regular dividends, if any, declared and paid atdate of death) or in the endevent of the quarter in which the offer is made.
Graybar also has the option to purchase for $20.00 per share, adjusted for dividends, the Common Stocktermination of any shareholder who ceases to be an employee for any reasonhis or her employment other than deathby Retirement. Eligibility for or entitlement to a deferred pension under the Graybar Electric Company, Inc. Pension Plan does not constitute a retirement on a service pension (exceptfor purposes of this Section 5.3 or Retirement for purposes of the Restated Certificate of Incorporation, as amended.  The Voting Trust Interests issued and to be issued under the Voting Trust Agreement provide, in substance, that every Voting Trust Interest is issued and held upon and subject to the same terms and conditions upon which shares of Common Stock are issued and held.  Each subscriber, by executing a deferred pension) at any time afterSubscription Agreement, specifically agrees to be bound by all provisions of this Section 5.3 and agrees that all Common Stock or Voting Trust Interests owned by such subscriber shall be subject to such provisions.
5.4.Cancellation of subscription on death of subscriber, termination of employment until 30 days after the holder makes an offer to sell the Common Stock to it. of subscriber or “hardship” withdrawal by subscriber.
In the event of the death of any shareholder, Graybar has the option to purchase alla subscriber or any part of the Common Stock from the estate for $20.00 per share, adjusted for dividends, at any time after the expiration of one year from the date of death until 30 days after the Common Stock has been offered to Graybar. If the estate offers to sell the shares to Graybar within the one-year period, the option terminates 30 days from the offer. In the past, Graybar has always exercised these options and it expects to continue to do so for the foreseeable future.
No shareholder may hypothecate or pledge Common Stock, except under an agreement of hypothecation or pledge containing provisions permitting Graybar to exercise the purchase options referred to above and to cancel the pledge of shares in the event of default upon payment of the lesser of the amount due on the pledge or the purchase price, with suitable provisions for such cancellation by the shareholder or payment of any balance to which the shareholder may be entitled. No shareholder may transfer or place any shares of Common Stock into a trust, except that Graybar will, under certain circumstances, permit a transfer or placement upon receipt of a written agreement from the trustees and the shareholder in form satisfactory to Graybar providing that the shareholder retains the right to direct the action to be taken by the trustees on any matter submitted to a vote by holders of Common Stock and permitting Graybar to exercise the options referred to above and to purchase the shares if any party other than the holder or the trustee shall claim or establish ownership of or interest in the shares and requiring the trustees to comply with all provisions of Graybar’s Restated Certificate of Incorporation, as amended from time to time, relating to the sale, transfer or other disposition of shares.


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(b)Voting Trust Interests may not be exchanged for shares of Common Stock (or in lieu thereof as provided in this Voting Trust Agreement, such number of shares of voting stock of the Corporation or any successor corporation or such other property as the registered owner of these Voting Trust Interests may be entitled to receive as the result of any recapitalization or reclassification of the Common Stock or any merger of consolidation of the Corporation into another corporation), and no such shares shall be returned to the beneficial owner thereof, prior to the termination of this 2017 Voting Trust in accordance with the terms and conditions of this Voting Trust Agreement.

ARTICLE IV

CONCERNING THE PARTICIPATING SHAREHOLDERS

Section 4.01. Rights of Participating Shareholders. Except as provided in this Voting Trust Agreement, the Participating Shareholders shall have all the rights, powers and privileges of the Non-participating Shareholders, and shall be subject to and bound by the provisions of the Certificate of Incorporation to the same extent as the Non-participating Shareholders, with the same effect as if such Participating Shareholders were the record owners of the shares of Common Stock represented by their Voting Trust Interests; and the Corporation shall have the same rights with respect to the registered owners of Voting Trust Interests as are set forth in the Certificate of Incorporation with respect to the record owners of shares of Common Stock.

Section 4.02. Voting.
(a)    During the term of this Voting Trust Agreement, the Participating Shareholders shall have no right, except as provided in Section 4.02(b) hereof, to vote on or consent to the election of directors of the Corporation (or the removal of any director or the filling of any vacancy on the Board) or the ratification, approval or disapproval of any action or proposed action of the Corporation; and all such right shall be vested in, and may in their discretion be exercised by, the Voting Trustees.

(b)    Notwithstanding the provisions of Section 4.02(a) hereof, the Voting Trustees shall have no right to vote on or consent to the merger or consolidation of the Corporation into another corporation, the sale of all or substantially all its assets or its dissolution and liquidation, unless Participating Shareholders with registered ownership of Voting Trust Interests representing at least 75% of the shares of Common Stock deposited with the Voting Trustees under this Voting Trust Agreement shall have consented thereto in writing or at a meeting of such Participating Shareholders duly called for such purpose pursuant to the provisions of Section 4.11 hereof.

Section 4.03. Dividends.
(a)    All dividends paid in respect of shares of Common Stock deposited with the Voting Trustees shall be paid to the Voting Trustees as the owners of record of the Common Stock represented by the Voting Trust Interests.

(b)    The Voting Trustees will (i) pay or cause to be paid to the registered owners of Voting

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Trust Interests amounts equal to any cash dividends paid to the Voting Trustees on shares of Common Stock deposited with the Voting Trustees hereunder on their behalf or (ii) from time to time deliver to the Corporation assignments and orders for payment of all such cash dividends to such Participating Shareholders.

(c)    If any dividend in respect of shares of Common Stock deposited under this Voting Trust Agreement is paid in Common Stock, the Voting Trustees shall hold, subject to the terms of this Voting Trust Agreement, the shares of Common Stock that are received by them on account of such dividend; and the Voting Trustees shall record the ownership of Voting Trust Interests pursuant to the provisions of Section 2.02(b) hereof.

(d)    If any dividend or other distribution in respect of shares of Common Stock deposited under this Voting Trust Agreement is paid other than in cash or Common Stock, the Voting Trustees shall distribute or cause to be distributed the same among the registered owners of Voting Trust Interests ratably in accordance with the number of shares of Common Stock represented by their respective Voting Trust Interests.

Section 4.04. Subscription Offers. If the Corporation shall offer to Shareholders the right to subscribe for shares of Common Stock, the Voting Trustees shall mail notice of such offer to the Participating Shareholders. Each Participating Shareholder who determines to subscribe for additional shares of Common Stock shall request the Voting Trustees to subscribe for such additional shares on his or her behalf. The Voting Trustees, upon timely receiptemployment other than by Retirement or the subscriber receives a “hardship” withdrawal from Account K under the Company’s Profit Sharing and Savings Plan (or similar account under any Participating Shareholdersuch successor or additional plan) before any or all of such a request and the money required to pay for the shares of Common Stock subscribed for will make such subscription and payment. Upon receipt of the shares of Common Stock so subscribed for, the Voting Trustees will record ownership of such additional Voting Trust Interests pursuant to the provisions of Section 2.02(b) hereof.

Section 4.05. Employee Plans.

(a)    If any Participating Shareholder, pursuant to the terms of any employee plan (including any Common Stock Purchase Plan of the Corporation, stock option plan or otherwise), shall acquire additional shares of Common Stock, such Participating Shareholder, in consideration of the mutual covenants of all Participating Shareholders, shall direct the Corporation to deposit such additional shares of Common Stock with the Voting Trustees.

(b)    The Voting Trustees, upon receipt of the additional shares of Common Stock pursuant to the provisions of Section 4.05(a) hereof, will record ownership of such additional Voting Trust Interests pursuant to the provisions of Section 2.02(b) hereof.

Section 4.06. Recapitalization or Reclassification of Common Stock. In the event of a recapitalization of the Corporation or reclassification of the Common Stock, the Voting Trustees shall hold, subject to the terms of this Voting Trust Agreement, shares of voting stock of the Corporationare issued, in respect of the Common Stock. Voting Trust Interests outstanding under this Voting Trust Agreement at the time of such recapitalization or reclassification shall remain outstanding. The term “Common Stock” as used herein shall include the voting stock received on account of such recapitalization or reclassification in respect of the Common Stock.

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Section 4.07. Dissolution of the Corporation. In the event of the dissolution and liquidation of the Corporation, whether voluntary or involuntary, the Voting Trustees as the owners of record shall receive the money, securities, rights or property to which the beneficial owners of Common Stock are entitled in respect of the shares of Common Stock deposited under this Voting Trust Agreement and shall distribute or cause to be distributed the same among the registered owners of the Voting Trust Interests ratably in accordance with the number of shares of Common Stock represented by their respective ownership of Voting Trust Interests.

Section 4.08. Reorganization of the Corporation. In the event the Corporation is merged or consolidated into another corporation, the Voting Trustees shall, depending on the terms of the agreement authorizing such transaction, either (i) receive and hold under the terms of this Voting Trust Agreement any shares of voting stock of the successor corporation received on account of such merger or consolidation in respect of the shares of Common Stock deposited under this Voting Trust Agreement (in which case Voting Trust Interests issued and outstanding under this Voting Trust Agreement at the time of such merger or consolidation shall remain outstanding and the terms “Common Stock” and “Corporation” as used herein shall include any shares of voting stock of the successor corporation received on account of such merger or consolidation in respect of shares of Common Stock of the Corporation and such successor corporation, respectively) and distribute or cause to be distributed any money, other securities, rights or property so received among the registered owners of Voting Trust Interests ratably in accordance with the number of shares of Common Stock represented by their respective ownership of Voting Trust Interests, or (ii) distribute or cause to be distributed such voting stock, together with any money, other securities, rights or property so received, among the registered owners of Voting Trust Interests ratably in accordance with the number of shares of Common Stock represented by their respective ownership of Voting Trust Interests.

Section 4.09. Restrictions on Transfer. With respect to the sale, transfer, pledge or other disposition of ownership of Voting Trust Interests, the ownership of Voting Trust Interests shall be deemed to be, and shall be treated in all respects as if it is, ownership of shares of the Common Stock beneficially owned by the Participating Shareholder represented by such Voting Trust Interests; and the Participating Shareholders, the Voting Trustees, the Corporation and all other persons shall be bound by and subject to the provisions of the Certificate of Incorporation with respect to the sale, transfer, pledge, or other disposition of ownership of Voting Trust Interests or any right or interest therein in all respects as if the ownership of Voting Trust Interests was ownership of shares of Common Stock.

Section 4.10. Return of Common Stock.

(a)    Upon termination of the 2017 Voting Trust as provided in Section 6.03 hereof, the Voting Trustees will mail notice of such termination to the Participating Shareholders. From the date of termination specified in such notice, each owner of Voting Trust Interests shall have no rights under this Voting Trust Agreement other than the right to receive Uncertificated Shares representing the number of shares of Common Stock deposited with the Voting Trustees hereunder on his or her behalf. Anything in the foregoing to the contrary notwithstanding, any Participating

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Shareholder may authorize and direct the Voting Trustees to transfer the shares of Common Stock deposited with the Voting Trustees hereunder for his or her account to the voting trustees of a new voting trust established as a successor to the 2017 Voting Trust, in which case such Participating Shareholder shall have no further rights under this Voting Trust Agreement.

(b)    Shares of Common Stock deposited with the Voting Trustees under this Voting Trust Agreement that are not delivered to Participating Shareholders pursuant to the provisions of Section 4.10(a) hereof within 60 days from the termination of the 2017 Voting Trustsubscription shall be deposited with the Corporation and any Participating Shareholder entitledcancelled as to receive shares of Common Stock in return for Voting Trust Interests shall thereafter look only to the Corporation for distribution thereof, and all liability of the Voting Trustees with respect thereto shall thereupon cease.

Section 4.11. Meetings of Participating Shareholders.

(a)    A meeting of Participating Shareholders may be called at any time and from time to time for any of the following purposes:

(i)to consent to the amendment of this Voting Trust Agreement pursuant to the provisions of Section 6.02 hereof, or to the termination or extension of the 2017 Voting Trust pursuant to the provisions of Section 6.03 hereof;

(ii)to consider authorizing the Voting Trustees to vote on the merger or consolidation of the Corporation into another corporation, the sale of all or substantially all its assets, or its liquidation and dissolution as provided in Section 4.02(b); and

(iii)to remove any one or more of the Voting Trustees pursuant to Section 5.01(d) hereof.

(b)    A meeting of the Participating Shareholders may be called by one or more of the Voting Trustees or by the registered owners of Voting Trust Interests constituting beneficial ownership of at least 25% of the shares of Common Stock deposited with the Voting Trustees under this Voting Trust Agreement.

(c)    Meetings of the Participating Shareholders shall be held at the executive offices of the Corporation or at such other place designated in the notice of such meeting. Notice of every such meeting, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed by the Voting Trustees, not less than 20 nor more than 60 days prior to the date fixed for the meeting, to the Participating Shareholders at their addresses as shown on the Register. Participating Shareholders may vote by proxy at any such meeting.

(d)    Any action permitted to be taken at a meeting of Participating Shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action to be taken, shall be signed by Participating Shareholders holding Voting Trust Interests constituting beneficial ownership of the minimum number of shares of Common Stock necessary to approve such action under the provisions of this Voting Trust Agreement.

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ARTICLE V

CONCERNING THE VOTING TRUSTEES

Section 5.01. Appointment and Qualification; Vacancies.

(a)    Each of Randall R. Harwood, Robert C. Lyons, William P. Mansfield, David G. Maxwell and Kathleen M. Mazzarella is hereby named and appointed a Voting Trustee of the 2017 Voting Trust, to hold such office until his or her resignation or earlier disqualification, removal from office or death.

(b)    No person shall be qualified to be named and appointed a Voting Trustee, and no person shall continue to hold his or her appointment as a Voting Trustee, unless such person is a regular employee of the Corporation. Any Voting Trustee who shall at any time cease to be a regular employee of the Corporation (as determined in accordance with Corporation policy from time to time) for any cause, including retirement, shall thereupon cease to be a Voting Trustee without any action being taken hereunder.

(c)    Any Voting Trustee may at any time resign by giving written notice to the other Voting Trustees and to the Corporation.

(d)    The Participating Shareholders may at any time remove any Voting Trustee from office by vote at a meeting by Participating Shareholders holding Voting Trust Interests constituting beneficial ownership of at least 66 2/3%of the shares of Common Stock deposited with the Voting Trustees under this Voting Trust Agreement and by delivering notice thereof to the other Voting Trusteesthen issued, and the Corporation.

(e)    Vacancies in the office of Voting Trustee occurring as a result of the resignation or earlier disqualification, removal from office or death of one or more of the Voting Trustees named in Section 5.01(a) hereof or a successor Voting Trustee appointed pursuant to the provisions of this Section 5.01(e) shall be filled by the action of a majority of the remaining Voting Trustees then in office; provided, however, that in the event that at any time there shall be less than three Voting Trustees in office, the vacancies shall be filled by the Board of Directors of the Corporation. Any Voting Trustee who has been removed by the Participating Shareholders pursuant to Section 5.01(d) hereof shall not thereafter be appointed a Voting Trustee without the vote at a meeting by Participating Shareholders holding Voting Trust Interests representing at least 66 2/3%of the shares of Common Stock deposited with the Voting Trustees under this Voting Trust Agreement. Any appointment of a successor Voting Trustee shall become effective upon acceptance by the successor Voting Trustee.

Section 5.02. Rights and Powers.

(a)    The Voting Trustees (i) shall surrender the shares of Common Stock deposited with them under this Voting Trust Agreement to the Corporation for cancellation, and (ii) shall request

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the Corporation to record and issue shares of Common Stock in the names of the Voting Trustees representing the aggregate number of shares of Common Stock so surrendered and canceled. The Voting Trustees thereupon, as the record owners of such Common Stock, (x) shall have and may in their discretion exercise all rights, subject to the provisions of Section 4.02(b) hereof, to vote on or consent to the election of directors of the Corporation (or the removal of any directorsubscriber or the filling of any vacancy on the Board) or the ratification, approval or disapproval of any action or proposed action of the Corporation and (y)subscriber’s estate shall be entitled to receive all dividends, payments and distributions in respectthe total amount of the purchase price, if any, then held by the Company for unissued shares under this Plan, without interest. Payment of Common Stock deposited hereunder, subjectsuch amount by the Company shall operate as a cancellation and satisfaction of all rights under his or her Subscription Agreement.  Refund of any balance due employees who terminate service or make a hardship withdrawal shall be made in the quarter following termination.  Eligibility for or entitlement to a deferred pension under the provisionsGraybar Electric Company, Inc. Pension Plan does not constitute a retirement on a pension for purposes of Article IV hereof.this Section 5.4 or for purposes of the Restated Certificate of Incorporation, as amended.

(b)    In exercising the rights granted in clause (x) of Section 5.02(a) hereof, the Voting Trustees shall exercise their best judgment from time to time (i) in securing the election of suitable directors for the Corporation, to the end that its business5.5.Interpretation and affairs properly shall be managed, and (ii) in voting on or consenting to other matters.implementation; amendment.

(c)    Any action required or permitted to be taken by the Voting Trustees may be taken with or without a meeting by the vote or written consent of a majority of the Voting Trustees.

(d)    The Voting Trustees may be, and may vote for themselves as, membersdetermination of the Board of Directors of the Corporation. No person shall be disqualified from acting as a Voting Trustee by reason of any personal interest, either direct or indirect, in the Corporation and any Voting Trustee or affiliate of a Voting Trustee may deal with the Corporation as fully as though he or she were not a Voting Trustee.

Section 5.03. Limitation on Liability; Indemnification.

(a)    The Voting Trustees will exercise their best judgment in exercising the rights and powers and in performing the duties and obligations set forth in this Voting Trust Agreement. The Voting Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys (including, without limitation, Agents, transfer agents or registrars) and the Voting Trustees shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by the Voting Trustees hereunder. No Voting Trustee or agent or attorney of such Voting Trustee (including, without limitation, Agents, transfer agents and registrars) will incur any liability with respect to any action taken or omitted by him or her in good faith and believed by him or her to be authorized or within the discretion or rights or powers conferred upon the Voting Trustees or such agents or attorneys by this Voting Trust Agreement. The Voting Trustees and their agents and attorneys (including, without limitation, Agents, transfer agents and registrars) shall not be liable to the Participating Shareholders or the Corporation except for their individual willful misconduct.

(b)    No provisions of this Voting Trust Agreement shall be construed to relieve any Voting Trustee or any such agent or attorney of such Voting Trustee from liability for his or her own willful misconduct. No Voting Trustee shall be liable with respect to misconduct or negligence of any other Voting Trustee. The duties and obligations of the Voting Trustees shall be determined solely by the express provisions of this Voting Trust Agreement and no Voting Trustee shall be liable except for the performance of such duties and obligations as are specifically set forth in this Voting Trust

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Agreement, and no implied covenants or obligations shall be read into this Voting Trust Agreement against the Voting Trustees.

(c)    The Corporation covenants and agrees, and in the event the Corporation shall not do so for any reason whatsoever the Participating Shareholders in consideration of the Voting Trustees having agreed to serve in that capacity for the benefit of the Participating Shareholders covenant and agree ratably in accordance with the number of shares of Common Stock represented by their respective Voting Trust Interests, to indemnify each Voting Trustee and each agent or attorney of the Voting Trustees (including, without limitation, Agents, transfer agents and registrars) for, and to hold such Voting Trustee harmless against, anytax, loss, liability or expense incurred for any reason other than his or her own individual willful misconduct, arising out of or in connection with the acceptance or administration of the 2017 Voting Trust and the performance of his or her duties and obligations hereunder and the exercise of his or her rights and powers hereunder, including the costs and expenses of defending against any claim of liability. The obligations under this Section 5.03(c) of the Corporation and the Participating Shareholders to indemnify each of the Voting Trustees and each agent or attorney of the Voting Trustees (including, without limitation, Agents, transfer agents and registrars) shall be payable from any funds or other assets held by the Voting Trustees hereunder for the account of the Corporation or the Participating Shareholders, as the case may be.

(d)    The Voting Trustees may consult with counsel, who may be counsel to the Corporation, and the written advice or opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Voting Trustees hereunder in good faith and in reliance thereon.

(e)    The Voting Trustees may rely and shall be protected in acting, or refraining from acting,Company upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenturequestion concerning the application or other paper believed to be genuine and to have been signed or presented by the proper party or parties.

Section 5.04. Compensation and Expenses.

(a)    The Voting Trustees shall not be entitled to receive any compensation for their services as Voting Trustees hereunder.

(b)    The Corporation covenants and agrees, and in the event the Corporation shall not do so for any reason whatsoever, the Participating Shareholders in considerationinterpretation of the Voting Trustees having agreed to serve in that capacity for the benefit of the Participating Shareholders covenant and agree ratably in accordance with the number of shares of Common Stock represented by their respective Voting Trust Interests, to pay or reimburse the Voting Trustees upon request for all reasonable expenses, disbursements or advances incurred or made by the Voting Trustees in accordance with any of the provisions of this Voting TrustPlan or, of the Subscription Agreement (includingor any offering conducted under this Plan shall be final, and no director shall incur any liability or obligation by reason of any error of fact or of law or of any matter or thing done or suffered or omitted to be done in connection with any such determination or interpretation or otherwise, except any attributable to that director’s own willful misconduct.  This Plan and/or the reasonable compensation and expenses and disbursementsSubscription Agreement may be amended, in whole or in part, by the Board of their counsel and any agents or attorneysDirectors (including without limitation, Agents, transfer agentsin connection with the entry into any future voting trust agreement), provided, however that, any amendment to Section 1 or registrars) acting forSection 6 shall require the Voting Trustees) except any such expense, disbursement or advance as may arise from the willful misconductconsent of the Voting Trustees. The obligations under this Section 5.04(b)Shareholders of the CorporationCompany.  The Executive Committee of the Board of Directors shall have the power to exercise all authority granted to the Board of Directors by the Plan and to take any action the ParticipatingBoard of Directors may take under or with respect to the Plan.

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Shareholders6.    Certain corporate action not to pay or reimburse the Voting Trustees for expenses, disbursements and advances shall be payable fromtaken without notice.
The Company will not take any fundsaction that would result in a distribution to its shareholders of shares of Common Stock or other assets held(except the payment of cash dividends on shares of Common Stock or the issuance of shares of Common Stock pursuant to installment payments made under Section 4.2) without first giving notice of such proposed action to all subscribers who elected the Payroll Deduction Method and have not then paid their subscriptions in full and granting such subscribers an opportunity within such time (not to be less than 45 days) and in such manner as the Board of Directors may determine to be reasonable, to complete their payments on all shares subscribed for by them and thereby to become shareholders entitled to the Voting Trustees hereunder for the accountbenefit of and subject to such action.


7.    Right of the Corporation or the Participating Shareholders, as the case may be.Company to issue and sell additional shares of Common Stock.

ARTICLE VI

MISCELLANEOUS

Section 6.01. Appointment of Agents.

(a)    The Voting TrusteesNothing in this Plan shall appoint two employeesbe construed to limit or restrict in any way the right of the Corporation to serve as Agents of the Voting Trustees by delivering written notice to the Corporation to that effect. Each of such persons shall hold such office until his or her resignation or earlier disqualification, removal from office or death. The Voting Trustees may fill vacancies in the office of Agent and may in their discretionCompany from time to time appoint one or more additional Agents by delivering written noticehereafter to the Corporation to that effect.

(b)    The Agents shall have full power and authority to performsell any of the acts setshares offered pursuant to this Plan and not issued pursuant to subscriptions made hereunder or any shares that may now or hereafter be authorized or may now or hereafter be reacquired by the Company upon exercise of the purchase option described in Section 5.3 or otherwise.

Set forth below is the form of the Subscription Agreement approved for use in Article IIIconnection with the Plan:
SUBSCRIPTION AGREEMENT
1.    I hereby subscribe to purchase ______ shares of common stock, par value $1.00 per share with a stated value of $20.00 per share (the “Common Stock”), of Graybar Electric Company, Inc., a New York corporation (the “Company”), under and pursuant to the terms and conditions stated below and of the Amended and Restated Three-Year Common Stock Purchase Plan dated as of June 9, 2016 (and amended and restated as of June 8, 2017) of the Company (the “Plan”).  I agree to pay $20.00 for each such share using only one of the following options:

Number of Shares
Full Payment:Payment in full on or before January ___, 201__. In the event that I do not make payment in full by the date indicated above, I hereby authorize the Company to convert my subscription to the Payroll Deduction option described below.
Payroll Deduction:Payment in __________ (__) equal installments payable by payroll deduction at each regular payroll date commencing in January ________. Upon acceptance of this subscription, (i) I direct that, during such time as I shall be on the Company’s, Commonwealth Controls Corporation’s, or an Affiliate’s (as defined in the Plan) payroll, I hereby authorize periodic payroll deductions to be made from my salary in accordance with this Agreement and the Plan and applied to the purchase price of the shares subscribed for until such shares are fully paid for or until my subscription is cancelled in accordance with Section 5.4 of the Plan; and (ii) I promise that during such time as I shall no longer be on the Company’s, Commonwealth Controls Corporation’s, or such Affiliate’s payroll, I will make monthly payments directly to the Treasurer of the Company in accordance with the Plan, to be applied to the purchase price of the shares subscribed for by me, until such shares are fully paid for or until my subscription is cancelled in accordance with Section 5.4 of the Plan.
2.    I understand that the number of shares I hereby subscribe for may be reduced as provided in Section 3.3 of the Plan.

3.    If I am a party to the Voting Trust Agreement anddated as of March 3, 2017 (the “Voting Trust Agreement”) relating to exercise any power properly delegated to such Agent by one or moreshares of Common Stock of the Voting Trustees in connection therewith.

(c)    No person shall be named and appointed an Agent, and no person shall continue to hold hisCompany, or her appointment as an Agent, unless such person isif I become a regular employee of the Corporation. Any Agent who shall at any time cease to be a regular employee of the Corporation for any cause, including retirement, shall thereupon cease to be an Agent without any action being taken hereunder.

(d)    Any Agent may at any time resign by giving written noticeparty to the Voting Trustees and to the Corporation, and the Voting Trustees may at any time remove any Agent with or without cause by delivering to the Agent and the Corporation written notification to that effect.

Section 6.02. Amendment. This Voting Trust Agreement may be amended or modified at any timepursuant to Section 4 of this Subscription Agreement, I agree and from time to time by an instrument or instruments in writing executed by the Corporation and at least a majority of the Voting Trustees and consented to by Participating Shareholders holding Voting Trust Interests constituting beneficial ownership of at least 75% ofdirect that the shares of Common Stock purchased by me pursuant hereto, when issuable pursuant to the Plan, be issued to and deposited with the Voting Trustees under thisthe Voting Trust Agreement who will issue Voting Trust Interests in my name for the shares so deposited.
4.    This Section 4 does not apply to subscribers who prior to signing this Agreement are already parties to the Voting Trust Agreement or to subscribers who prior to signing this Agreement are already shareholders of record of Common Stock and are not parties to the Voting Trust Agreement.
(a)I hereby represent and warrant that I have received a copy of the Voting Trust Agreement, that I am familiar with its terms and provisions and that I desire to become a party to the Voting Trust Agreement and be bound thereby.
(b)I hereby authorize D. R. Sheff or K. M. Lewey as my attorney-in-fact, both with full power of substitution, to execute and deliver the Voting Trust Agreement on my behalf.
(c)I recognize that this power of attorney constitutes an election to participate in the Voting Trust Agreement, which is given in consideration of a similar election made by other employees of the Company or Commonwealth Controls Corporation and is therefore irrevocable.

Section 6.03. Termination or Extension. (a) Unless sooner terminated as provided in Section 6.03(b) hereof or extended as provided in Section 6.03(c) hereof,
5.    I have read the 2017 Voting Trust will terminate on March 1, 2027.

(a)    The 2017 Voting Trust may be terminated at any time byPlan and, for the affirmative voteconsiderations stated therein and for the privilege of at least a majority of the Voting Trustees or of Participating Shareholders holding Voting Trust Interests constituting beneficial ownership of at least 75% of thesubscribing for such shares of Common Stock, deposited with the Voting Trustees under this Voting Trust Agreement.

(b)    Provided that the 2017 Voting Trust has not been terminated theretofore, at any time

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within six months priorI agree to the terminationbe bound by all of the 2017 Voting Trust pursuant to the provisions of the Plan, including without limitation all the terms set forth in Section 6.03(a) hereof5 of the Plan.
6.    I request and direct that any Voting Trust Interests or Common Stock issued in my name pursuant to this subscription be registered in the same name as Voting Trust Interests or Common Stock previously issued to me or, if the 2017I am not currently an owner of Voting Trust shall have been extended pursuant to the provisions of this Section 6.03(c), then within six months prior to such extended termination date, oneInterests or more Participating Shareholders may, by agreementCommon Stock, in writing with the Voting Trustees and the Corporation, extend the duration of the 2017 Voting Trust for an additional period not to exceed ten years. Such agreement to extend the duration of the 2017 Voting Trust shall not be binding upon any Shareholder who is not a party thereto.

Section 6.04. Notices. All notices, consents, requests, instructions and other communications provided for herein shall be in writing and shall be deemed to have been sufficiently given or served, for all purposes, if given or served:

(i)to the Participating Shareholders, at their respective addressesmy name as shown on the Register;payroll records of the Company or Commonwealth Controls Corporation.
7.    Common Stock purchased under this Subscription Agreement will be uncertificated and evidenced by a book-entry system maintained by the Company.

(ii)to8.    Voting Trust Interests purchased under this Subscription Agreement will be uncertificated and evidenced by a book-entry system maintained by the Voting Trustees, addressed to the Voting Trustees, c/o Graybar Electric Company, Inc., 34 North Meramec Avenue, St. Louis, Missouri 63105-3882, if delivered other than by mail, or P.O. Box 7231, St. Louis, Missouri 63177-1231, if by mail; andTrustees.

(iii)to the Corporation, addressed to Graybar Electric Company, Inc., 34 North Meramec Avenue, St. Louis, Missouri 63105-3882, if delivered other than by mail, or P.O. Box 7231, St. Louis, Missouri 63177-1231, if by mail;

Signature of Subscriber
Name of Subscriber (Please Print)
Dated:201
or at such other address as shall be furnished by any party hereto to the other parties in such manner.

Section 6.05. Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

Section 6.06. Counterparts. This Voting Trust Agreement, and any document or instrument executed and delivered pursuant to the provisions of this Voting Trust Agreement may be executed by each Participating Shareholder, the Voting Trustees and the Corporation in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts shall together constitute but one and the same instrument.

Section 6.07. Governing Law. This Voting Trust Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Section 6.08. Severability. Anyprovision of this Voting Trust Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


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Section 6.09. Headings; Table of Contents. The headings and the table of contents in this Voting Trust Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

IN WITNESS WHEREOF, the parties hereto have hereunto set their respective hands as of the day and year first above written.


_______________________
Randall R. Harwood


___________________________
Robert C. Lyons


_______________________
William P. Mansfield


____________________________
David G. Maxwell


____________________________
Kathleen M. Mazzarella

GRAYBAR ELECTRIC COMPANY, INC.


By:    ___________________________
Kathleen M. Mazzarella
Chairman, President and CEO





PARTICIPATING SHAREHOLDERS


By:______________________
Dale R. Sheff
As Attorney-in-Fact for each of the
individuals named on Schedule A annexed hereto


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Schedule A


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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.Other Expenses of Issuance and Distribution.
Securities and Exchange Commission registration fee$42,883
  $3,060  
Printing fees and communication expenses 50,000
* 16,000
 *
Legal fees and expenses 40,000
* 20,000
 *
Blue Sky fees and expenses 15,600
* 25,000
 *
Accounting fees and expenses 0
* 25,000
 *
Miscellaneous 26,517
* 10,940
 *
$175,000
  $100,000
  
_________________________________
* Estimated.

Item 14.    Indemnification of Directors and Officers.
Sections 721 through 726 of the New York Business Corporation Law provide as follows:
§ 721.      NONEXCLUSIVITY OF STATUTORY PROVISIONS FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The indemnification and advancement of expenses granted pursuant to, or provided by, this article shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, whether contained in the certificate of incorporation or the by-laws or, when authorized by such certificate of incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled.  Nothing contained in this article shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.
§ 722.      AUTHORIZATION FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a)        A corporation may indemnify any person made, or threatened to be made, a party to an action or proceeding (other than one by or in the right of the corporation to procure a judgment


in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator orintestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any


other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.
(b)        The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such director or officer did not act, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation or that he had reasonable cause to believe that his conduct was unlawful.
(c)        A corporation may indemnify any person made, or threatened to be made, a party to an action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he, his testator or intestate, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to the best interests of the corporation, except that no indemnification under this paragraph shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.
(d)       For the purpose of this section, a corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries


of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.
§ 723.      PAYMENT OF INDEMNIFICATION OTHER THAN BY COURT AWARD.
(a)        A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in section 722 shall be entitled to indemnification as authorized in such section.
(b)        Except as provided in paragraph (a), any indemnification under section 722 or otherwise permitted by section 721, unless ordered by a court under section 724 (Indemnification of directors and officers by a court), shall be made by the corporation, only if authorized in the specific case:
(1)        By the board acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director or officer has met the standard of conduct set forth in section 722 or established pursuant to section 721, as the case may be, or,


(2)        If a quorum under subparagraph (1) is not obtainable or, even if obtainable, a quorum of disinterested directors so directs;
(A)       By the board upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in such sections has been met by such director or officer, or
(B)       By the shareholders upon a finding that the director or officer has met the applicable standard of conduct set forth in such sections.
(c)        Expenses incurred in defending a civil or criminal action or proceeding may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount as, and to the extent, required by paragraph (a) of section 725.
§ 724.      INDEMNIFICATION OF DIRECTORS AND OFFICERS BY A COURT.
(a)        Notwithstanding the failure of a corporation to provide indemnification, and despite any contrary resolution of the board or of the shareholders in the specific case under section 723 (Payment of indemnification other than by court award), indemnification shall be awarded by a court to the extent authorized under section 722 (Authorization for indemnification of directors and officers), and paragraph (a) of section 723.  Application therefor may be made, in every case, either:
(1)        In the civil action or proceeding in which the expenses were incurred or other amounts were paid, or
(2)        To the supreme court in a separate proceeding, in which case the application shall set forth the disposition of any previous application made to any court for the same or


similar relief and also reasonable cause for the failure to make applicationfor such relief in the action or proceeding in which the expenses were incurred or other amounts were paid.
(b)        The application shall be made in such manner and form as may be required by the applicable rules of court or, in the absence thereof, by direction of a court to which it is made.  Such application shall be upon notice to the corporation.  The court may also direct that notice be given at the expense of the corporation to the shareholders and such other persons as it may designate in such manner as it may require.
(c)        Where indemnification is sought by judicial action, the court may allow a person such reasonable expenses, including attorneys’ fees, during the pendency of the litigation as are necessary in connection with his defense therein, if the court shall find that the defendant has by his pleadings or during the course of the litigation raised genuine issues of fact or law.
§ 725.      OTHER PROVISIONS AFFECTING INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a)        All expenses incurred in defending a civil or criminal action or proceeding which are advanced by the corporation under paragraph (c) of section 723 (Payment of indemnification other than by court award) or allowed by a court under paragraph (c) of section 724 (Indemnification of directors and officers by a court) shall be repaid in case the person receiving such advancement or allowance is ultimately found, under the procedure set forth in this article, not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced by the corporation or allowed by the court exceed the indemnification to which he is entitled.


(b)        No indemnification, advancement or allowance shall be made under this article in any circumstance where it appears:
(1)        That the indemnification would be inconsistent with the law of the jurisdiction of incorporation of a foreign corporation which prohibits or otherwise limits such indemnification;
(2)        That the indemnification would be inconsistent with a provision of the certificate of incorporation, a by-law, a resolution of the board or of the shareholders, an agreement or other proper corporate action, in effect at the time of the accrual of the alleged cause of action asserted in the threatened or pending action or proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
(3)        If there has been a settlement approved by the court, that the indemnification would be inconsistent with any condition with respect to indemnification expressly imposed by the court in approving the settlement.
(c)        If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or action by the shareholders, the corporation shall, not later than the next annual meeting of shareholders unless such meeting is held within three months from the date of such


payment, and, in any event, within fifteen months from the date of such payment, mail to itsshareholders of record at the time entitled to vote for the election of directors a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.
(d)       If any action with respect to indemnification of directors and officers is taken by way of amendment of the by-laws, resolution of directors, or by agreement, then the corporation shall, not later than the next annual meeting of shareholders, unless such meeting is held within three months from the date of such action, and, in any event, within fifteen months from the date of such action, mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the action taken.
(e)        Any notification required to be made pursuant to the foregoing paragraph (c) or (d) of this section by any domestic mutual insurer shall be satisfied by compliance with the corresponding provisions of section one thousand two hundred sixteen of the insurance law.
(f)        The provisions of this article relating to indemnification of directors and officers and insurance therefor shall apply to domestic corporations and foreign corporations doing business in this state, except as provided in section 1320 (Exemption from certain provisions).
§ 726       INSURANCE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a)        Subject to paragraph (b), a corporation shall have power to purchase and maintain insurance:
(1)        To indemnify the corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of this article, and
(2)        To indemnify directors and officers in instances in which they may be indemnified by the corporation under the provisions of this article, and
(3)        To indemnify directors and officers in instances in which they may not otherwise be indemnified by the corporation under the provisions of this article provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the superintendent of insurance, for a retention amount and for co-insurance.


(b)        No insurance under paragraph (a) may provide for any payment, other than cost of defense, to or on behalf of any director or officer:
(1)        if a judgment or other final adjudication adverse to the insured director or officer establishes that his acts of active and deliberate dishonesty were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or
(2)        in relation to any risk the insurance of which is prohibited under the insurance law of this state.


(c)        Insurance under any or all subparagraphs of paragraph (a) may be included in a single contract or supplement thereto.  Retrospective rated contracts are prohibited.
(d)       The corporation shall, within the time and to the persons provided in paragraph (c) of section 725 (Other provisions affecting indemnification of directors or officers), mail a statement in respect of any insurance it has purchased or renewed under this section, specifying the insurance carrier, date of the contract, cost of the insurance, corporate positions insured, and a statement explaining all sums, not previously reported in a statement to shareholders, paid under any indemnification insurance contract.
(e)        This section is the public policy of this state to spread the risk of corporate management, notwithstanding any other general or special law of this state or of any other jurisdiction including the federal government.
Article Seventh of the Company’s amended Restated Certificate of Incorporation provides:
Pursuant to Section 402(b) of the Business Corporation Law of the State of New York, the personal liability of the corporation’s directors to the corporation or its stockholders for damages for breach of duty as a director shall be eliminated to the fullest extent permitted by the Business Corporation Law, as it exists on the date hereof or as it may hereafter be amended.  No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
Article VIII of the Company’s By-Laws provides:
To the full extent authorized by law, the corporation shall and hereby does indemnify any person who shall at any time be made, or threatened to be made, a party in any civil or criminal action or proceeding by reason of the fact that he, his testator or his intestate (a) is or was (i) a director or officer of the corporation or (ii) corporate personnel other than a director or officer who served on a subcommittee of the Board of Directors of the corporation or (b) a director or officer of the corporation or corporate personnel other than a director or officer who served another corporation (including any subsidiaries of the corporation) in any capacity at the request of the corporation.
Section 5.03(c) of the Voting Trust Agreement provides:
The Corporation covenants and agrees, and in the event the Corporation shall not do so for any reason whatsoever the Participating Shareholders in consideration of the Voting Trustees having agreed to serve in that capacity for the benefit of the Participating Shareholders covenant and agree ratably in accordance with the number of shares of Common Stock represented by their respective Voting Trust Interests, to indemnify each Voting Trustee and each agent or attorney of the Voting Trustees (including, without limitation, Agents, transfer agents and registrars) for, and to hold such Voting Trustee harmless against, any tax, loss, liability


or expense incurred for any reason other than his or her own individual willful misconduct, arising out of or in connection with the acceptance or administration of the 2017 Voting Trust, and the performance of his or her duties and obligations


hereunder and the exercise of his rights and powers hereunder, including the costs and expenses of defending against any claim of liability. The obligations under this Section 5.03(c) of the Corporation and the Participating Shareholders to indemnify the Voting Trustees and each agent or attorney of the Voting Trustees (including, without limitation, Agents, transfer agents and registrars) shall be payable from any funds or other assets held by the Voting Trustees hereunder for the account of the Corporation or the Participating Shareholders as the case may be.
Effective December 1, 2016,2017, the Company renewed the insurance covering its directors and officers, along with insurance covering the fiduciary liability of certain other employees, for claims made against them as a result of their employment with the Company.  This coverage is provided by National Union Fire Insurance Company of Pittsburgh (a member of the AIG Group), Arch Insurance Company, Beazley Insurance Company, Inc. (a Lloyd’s syndicate), and Berkley Insurance Company (a member of W. R. Berkley Group) for a total premium of $210,057$218,968 through November 30, 2017.

Item 15.Recent Sales of Unregistered Securities.
None.

Item 16.Exhibits and Financial Statement Schedules.
(a)
3.1Restated Certificate of Incorporation of the Company, as amended, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated June 13, 20138, 2017 (Commission File No. 000-00255) and incorporated herein by reference.
3.2Bylaws of the Company, as amended through March 12, 2015,8, 2017, filed as Exhibit 3(ii) to the Company’s Current Report on Form 8-K dated March 12, 201510, 2017 (Commission File No. 000-00255) and incorporated herein by reference.
4.1Restated Certificate of Incorporation of the Company, as amended, incorporated by reference at Exhibit 3.1 above.
4.2Voting Trust Agreement dated effective as of March 3, 2017, attached as Annex A to the Prospectus, dated January 6, 2017, constituting a part of thisthe Registration Statement on Form S-1 (Registration No. 333-214560). and incorporated herein by reference.
The Company hereby agrees to furnish to the Commission upon request a copy of each instrument omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.
5Opinion of Bryan Cave LLP**
9
5          Opinion of Bryan Cave LLP
9          Voting Trust Agreement dated as of March 3, 2017, included at Exhibit 4.2 above.


10.1Management Incentive Plan, filed as Exhibit 10(i) to the Company's Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 000-00255) and incorporated herein by reference.*


10.2
Graybar Electric Company, Inc. Supplemental Benefit Plan, amended and restated, entered into between the Company and certain employees effective January 1, 2014, filedas Exhibit 10(ii) to the Company’s Current Report on Form 8-K dated September 12, 2013 (Commission File No. 000-00255) and incorporated herein by reference.*
10.3Form of Deferral Agreement under Graybar Electric Company, Inc. Supplemental Benefit Plan, filed as Exhibit 10(ii) to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013 (Commission File No. 000-00255) and incorporated herein by reference.*
10.4
Second Amendment to Credit Agreement, dated as of June 6, 2014, among the Company, as parent borrower, Graybar Canada Limited, as a borrower,the lenders party thereto, Bank of America, N.A. as Domestic Administrative Agent, Domestic Swing Line Lender and Domestic L/C Issuer and Bank of America, N.A., acting through its Canada branch, as Canadian Administrative Agent, Canadian Swing Line Lender and Canadian L/C Issuer, filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (Commission File No. 000-00225) and incorporated herein by reference.
10.5Private Shelf Agreement, dated September 22, 2014, between the Company and Prudential Investment Management, Inc., filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (Commission File No. 000-00225) and incorporated herein by reference.
10.6Private Shelf Agreement, dated September 22, 2016, between the Company and Metropolitan Life Insurance Company, and MetLife Investment Advisors, LLC, and other MetLife affiliates, filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (Commission File No. 000-00225) and incorporated herein by reference.
21.1Subsidiaries of the Company, included as Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 20152016 (Commission File No. 000-00255) and incorporated herein by reference.
23.1Consent of Ernst & Young LLP
23.2Consent of Bryan Cave LLP (contained in the opinion filed as Exhibit 5 and incorporated herein by reference)**
24.1Powers of attorney of certain directors and officers of the Company **(included on page II-12 of this Registration Statement.)
24.2Powers of attorney of the Voting Trustees under the Voting Trust dated as of March 3, 2017 (included on page II-12 of this Registration Statement.)
*Compensation arrangement
**Previously filed


Item 17.    Undertakings.
The undersigned registrant hereby undertakes:


(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however,That:
(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 (§ 239.16b of this chapter), and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement; and
(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 (§ 239.13 of this chapter) or Form F-3 (§ 239.33 of this chapter) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§ 230.424(b) of this chapter) that is part of the registration statement.
(C)Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-1 (§ 239.11 of this chapter) or Form S-3 (§ 239.13 of this chapter), and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§ 229.1100(c)).


(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of Form 20-F (17 CFR 249.220f)” at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished,providedthat the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this


paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3 (§ 239.33 of this chapter), a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or § 210.3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B (§ 230.430B of this chapter):
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§ 230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§ 230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§ 230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.Provided, however,that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that


was made in the registration statement orprospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) If the registrant is subject to Rule 430C (§ 230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.Provided, however,that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the


following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company or the Voting Trustees pursuant to the foregoing provisions, or otherwise, the Company hasand the Voting Trustees have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Company or the Voting Trustees of expenses incurred or paid by a director, officer or controlling person of the Company or the Voting Trustees in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company or the Voting Trustees will, unless in the opinion of its counsel the matter has been settled by


controlling precedent, submit to acourt of appropriate jurisdiction the question whether such indemnification by it or them is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri on the 3rd24th day of January,August, 2017.

GRAYBAR ELECTRIC COMPANY, INC.
By:/s/ Matthew W. Geekie                           
Matthew W. Geekie, Senior Vice
President, Secretary and General Counsel




 KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Matthew W. Geekie, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on JanuaryAugust 24, 2017.
SignatureTitle
/s/ K. M. Mazzarella
Chairman, President and Chief Executive Officer

(K. M. Mazzarella)(Principal Executive Officer)
/s/ R. R. Harwood
Senior Vice President and Chief Financial Officer

(R. R. Harwood)(Principal Financial Officer and Principal Accounting Officer)
Directors:
/s/ K. M. Mazzarella
(K. M. Mazzarella)
/s/ D. A. Bender/s/ S. S. Clifford
(D. A. Bender)(S. S. Clifford)
/s/ M. W. Geekie/s/ R. R. Harwood
(M. W. Geekie)(R. R. Harwood)
/s/ R. C. Lyons/s/ W. P. Mansfield
(R. C. Lyons)(W. P. Mansfield)
/s/ D. G. Maxwell/s/ B. L. Propst
(D. G. Maxwell)(B. L. Propst)



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Voting Trustees have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri on the 24th day of August, 2017.
K. M. MAZZARELLA, R. R. HARWOOD, R. C. LYONS, WILLIAM P. MANSFIELD AND D. G. MAXWELL, VOTING TRUSTEES UNDER THE VOTING TRUST AGREEMENT, DATED AS OF MARCH 16, 2007
By:/s/ K. M. Mazzarella                                             
Name: K. M. Mazzarella, as Voting Trustee

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Matthew W. Geekie, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons, as Voting Trustees under the Voting Trust Agreement dated as of March 3, 2017, on August 24, 2017.
Signatures
SignatureTitle
/s/ *
(K. M. Mazzarella)
Mazzarella
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
/s/ *
(R. R. Harwood)
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Directors:
/s/ * 
(K. M. Mazzarella) 
/s/ D. G. Maxwell /s/ *R. R. Harwood
(D. G. Maxwell)/s/ *
(R. R. Harwood)
 (D. A. Bender)(S. S. Clifford)
/s/ R. C. Lyons /s/ */s/ *W. P. Mansfield
(M. W. Geekie)(R. R. Harwood)
/s/ */s/ *
(R. C. Lyons)(W. P. Mansfield)
/s/ */s/ *
(D. G. Maxwell)(B. L. Propst)
*   By: /s/  M. W. Geekie            
Matthew W. Geekie, pursuant to a Power of Attorney
executed by each of the officers and directors




INDEX TO EXHIBITS
3.1
3.2
4.1
4.2
The Company hereby agrees to furnish to the Commission upon request a copy of each instrument omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.
5Opinion of Bryan Cave LLP**
9Voting Trust Agreement (included at Exhibit 4.2 above)
5    Opinion of Bryan Cave LLP
9    Voting Trust Agreement dated as of March 3, 2017, included at Exhibit 4.2 above.
10.1
10.2
10.3
10.4
10.5


Form 10-Q for the quarter ended September 30, 2014 (Commission File No. 000-00225) and incorporated herein by reference.

10.6
21.1
23.1
23.2Consent of Bryan Cave LLP (contained in the opinion filed as Exhibit 5 and incorporated herein by reference)**
24.1
24.2

*Compensation arrangement
** Previously filed

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