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 law~~June 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 Position	Business 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 Region	34 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 – Sales	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 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:



Name	Number 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 ~~validity~~Voting 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 upon~~continued since its inception by ~~Bryan Cave LLP, counsel for~~the 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 INFORMATION~~its shareholders.

The ~~2017~~ Voting Trust Agreement ~~does not provide for~~will 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 to~~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 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 require~~requires 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 ~~files~~and 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, at~~www.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 address~~matthew.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.~~

~~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 Filing	Filing Date	Period
~~INDEX~~
Annual Report on Form 10-K	Filed March 10, 2017	Year Ended December 31, 2016

Quarterly Report on Form 10-Q	Filed May 2, 2017	Quarter Ended March 31, 2017

Quarterly Report on Form 10-Q	Filed August 1, 2017	Quarter Ended June 30, 2017



Definitive Information Statement	Filed April 24, 2017

Current Report on Form 8-K			~~Page~~

~~PARTIES~~			~~A-1~~

~~RECITALS~~			~~A-1~~

~~ARTICLE I~~Filed March 10, 2017

~~DEFINITIONS~~Current Report on Form 8-K	Filed June 8, 2017

Current Report on Form 8-K
~~Section~~	~~1.01.~~	~~Agent~~	~~A-1~~
~~Section~~	~~1.02.~~	~~Certificate of Incorporation~~	~~A-1~~
~~Section~~	~~1.03.~~	~~Common Stock~~	~~A-1~~
~~Section~~	~~1.04.~~	~~Corporation~~	~~A-1~~
~~Section~~	~~1.05.~~	~~Non-participating Shareholders~~	~~A-1~~
~~Section~~	~~1.06.~~	~~Participating Shareholders~~	~~A-2~~



~~Section~~	~~1.07.~~	~~Register~~	~~A-2~~
~~Section~~	~~1.08.~~	~~Shareholders~~	~~A-2~~
~~Section~~	~~1.09.~~	~~Stock Certificates~~	~~A-2~~
~~Section~~	~~1.10.~~	~~2007 Voting Trust~~	~~A-2~~
~~Section~~	~~1.11.~~	~~Uncertificated Shares~~	~~A-2~~
~~Section~~	~~1.12.~~	~~Voting Trust Agreement~~	~~A-2~~
~~Section~~	~~1.13.~~	~~Voting Trust Interests~~	~~A-2~~
~~Section~~	~~1.14.~~	~~Voting Trustees~~	~~A-2~~


~~ARTICLE II~~

~~PARTICIPATION~~

~~Section~~	~~2.01.~~	~~Election to Participate~~	~~A-2~~
~~Section~~	~~2.02.~~	~~Voting Trust Interests~~	~~A-3~~

~~ARTICLE III~~

~~VOTING TRUST INTERESTS~~

~~Section~~	~~3.01.~~	~~Registration and Registration of Transfer~~	~~A-3~~
~~Section~~	~~3.02.~~	~~Limitations~~	~~A-4~~

~~ARTICLE IV~~

~~CONCERNING THE PARTICIPATING SHAREHOLDERS~~

~~Section~~	~~4.01.~~	~~Rights of Participating Shareholders~~	~~A-6~~
~~Section~~	~~4.02.~~	~~Voting~~	~~A-6~~
~~Section~~	~~4.03.~~	~~Dividends~~	~~A-6~~
~~Section~~	~~4.04.~~	~~Subscription Offers~~	~~A-7~~
~~Section~~	~~4.05.~~	~~Employee Plans~~	~~A-7~~
~~Section~~	~~4.06.~~	~~Recapitalization or Reclassification of Common Stock~~	~~A-7~~
~~Section~~	~~4.07.~~	~~Dissolution of the Corporation~~	~~A-8~~
~~Section~~	~~4.08.~~	~~Reorganization of the Corporation~~	~~A-8~~
~~Section~~	~~4.09.~~	~~Restrictions on Transfer~~	~~A-8~~
~~Section~~	~~4.10.~~	~~Return of Common Stock~~	~~A-8~~
~~Section~~	~~4.11.~~	~~Meetings of Participating Shareholders~~	~~A-9~~

~~ARTICLE V~~

~~CONCERNING THE VOTING TRUSTEES~~
		Filed August 2, 2017



~~Section~~	~~5.01.~~	~~Appointment and Qualification; Vacancies~~	~~A-10~~
~~Section~~	~~5.02.~~	~~Rights and Powers~~	~~A-10~~
~~Section~~	~~5.03.~~	~~Limitation on Liability; Indemnification~~	~~A-11~~
~~Section~~	~~5.04.~~	~~Compensation and Expenses~~	~~A-12~~

~~ARTICLE VI~~

~~MISCELLANEOUS~~

~~Section~~	~~6.01.~~	~~Appointment of Agents~~	~~A-13~~
~~Section~~	~~6.02.~~	~~Amendment~~	~~A-13~~
~~Section~~	~~6.03.~~	~~Termination or Extension~~	~~A-13~~
~~Section~~	~~6.04.~~	~~Notices~~	~~A-14~~
~~Section~~	~~6.05.~~	~~Successors and Assigns~~	~~A-14~~
~~Section~~	~~6.06.~~	~~Counterparts~~	~~A-14~~
~~Section~~	~~6.07.~~	~~Governing Law~~	~~A-14~~
~~Section~~	~~6.08.~~	~~Severability~~	~~A-14~~
~~Section~~	~~6.09.~~	~~Headings; Table of Contents~~	~~A-15~~

~~THIS VOTING TRUST AGREEMENT, dated and effective as of March 3, 2017, among~~The 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.~~

~~A-1~~

~~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 deposited~~year 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 receipt~~SEC by the Voting Trustees on ~~behalf~~March 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 employees~~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, ~~or otherwise,~~you should contact the ~~Voting Trustees will record such Participating Shareholder’s ownership~~designated representative of ~~the Voting Trust Interests in such additional shares of Common Stock~~Huntleigh Securities Corporation named in the ~~Register.~~

~~(c) No fractional Voting Trust Interests shall~~letter 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) Subject~~directed 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

~~A-3~~

(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

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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.

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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 Graybar~~or in the event of his or her death (in which case the option ~~to purchase those shares within 30 days~~is exercisable beginning one year after the ~~offer for $20.00 per share, with appropriate adjustment for regular dividends, if any, declared and paid at~~date of death) or in the ~~end~~event 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 Stock~~termination of ~~any shareholder who ceases to be an employee for any reason~~his or her employment other than ~~death~~by 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 ~~(except~~for 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 after~~Subscription 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 all~~a 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 receipt~~employment 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 Shareholder~~such 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 entitled~~cancelled 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 Trustees~~then 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~~

~~A-10~~

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 respect~~the 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, subject~~such 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 ~~provisions~~Graybar 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, members~~determination 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

~~A-11~~

~~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, debenture~~question 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 consideration~~interpretation 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 Trust~~Plan or, of the Subscription Agreement ~~(including~~or 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 disbursements~~Subscription Agreement may be amended, in whole or in part, by the Board of ~~their counsel and any agents or attorneys~~Directors (including without limitation, ~~Agents, transfer agents~~in connection with the entry into any future voting trust agreement), provided, however that, any amendment to Section 1 or ~~registrars) acting for~~Section 6 shall require the ~~Voting Trustees) except any such expense, disbursement or advance as may arise from the willful misconduct~~consent of the ~~Voting Trustees. The obligations under this Section 5.04(b)~~Shareholders of the ~~Corporation~~Company. 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 ~~Participating~~Board of Directors may take under or with respect to the Plan.

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~~Shareholders~~6. Certain corporate action not to ~~pay or reimburse the Voting Trustees for expenses, disbursements and advances shall~~ be ~~payable from~~taken without notice.

The Company will not take any ~~funds~~action 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 account~~benefit 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 Trustees~~Nothing in this Plan shall ~~appoint two employees~~be 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 notice~~hereafter to ~~the Corporation to that effect.~~

~~(b) The Agents shall have full power and authority to perform~~sell any of the ~~acts set~~shares 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 III~~connection 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 ~~and~~dated as of March 3, 2017 (the “Voting Trust Agreement”) relating to ~~exercise any power properly delegated to such Agent by one or more~~shares 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 his~~Company, or ~~her appointment as an Agent, unless such person is~~if 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 notice~~party 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 time~~pursuant 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 ~~this~~the 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 by~~Plan and, for the ~~affirmative vote~~considerations 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 the~~subscribing 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~~

~~A-13~~

~~within six months prior~~I agree to ~~the termination~~be 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) hereof~~5 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 2017~~I 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, one~~Interests or ~~more Participating Shareholders may, by agreement~~Common 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 addresses~~my 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.~~ ~~Any~~provision 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.~~

~~A-14~~

~~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~~

~~A-15~~

~~Schedule A~~

~~A-16~~

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)


3.1	Restated 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, 2013~~8, 2017 (Commission File No. 000-00255) and incorporated herein by reference.


3.2	Bylaws 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, 2015~~10, 2017 (Commission File No. 000-00255) and incorporated herein by reference.


4.1	Restated Certificate of Incorporation of the Company, as amended, incorporated by reference at Exhibit 3.1 above.


4.2	Voting Trust Agreement dated ~~effective~~ as of March 3, 2017, attached as Annex A to the Prospectus, dated January 6, 2017, constituting a part of ~~this~~the 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.


5	Opinion 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.


10.1	Management 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.*


10.3	Form 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.


10.5	Private 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.


10.6	Private 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.


21.1	Subsidiaries of the Company, included as Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 (Commission File No. 000-00255) and incorporated herein by reference.


23.1	Consent of Ernst & Young LLP


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


24.1	Powers of attorney of certain directors and officers of the Company **(included on page II-12 of this Registration Statement.)


24.2	Powers 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 ~~has~~and 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 ~~3rd~~24th 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 ~~January~~August 24, 2017.



Signature		Title

/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

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



	~~Signature~~	~~Title~~
	/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	Restated 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, 2013~~8, 2017 (Commission File No. 000-00255) and incorporated herein by ~~reference.~~reference.


3.2	Bylaws 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, 2015~~10, 2017 (Commission File No. 000-00255) and incorporated herein by reference.


4.1	Restated Certificate of Incorporation of the Company, as amended, incorporated by reference at Exhibit 3.1 above.


4.2	Voting Trust Agreement dated ~~effective~~ as of March 3, 2017, attached as Annex A to the Prospectus, dated January 6, 2017, constituting a part of ~~this~~the 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.


5	Opinion of Bryan Cave LLP**


9	~~Voting 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	Management 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, filed as 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.*


10.3	Form 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.


10.5	Private 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.


10.6	Private 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.


21.1	Subsidiaries of the Company, included as Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 (Commission File No. 000-00255) and incorporated herein by reference.


23.1	Consent of Ernst & Young LLP


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


24.1	Powers of attorney of certain directors and officers of the Company**Company


24.2	Powers of attorney of the Voting Trustees under the Voting Trust dated as of March 3, 2017

*Compensation arrangement

** Previously filed

~~II-14~~



Large accelerated filer ¨	Accelerated filer ¨

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



Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Unit	Proposed Maximum Aggregate Offering Price	Amount 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)	—	—	—	—



	~~Price to the Public (1)~~	~~Underwriting Discounts and Commissions~~	~~Proceeds to the Company (1)~~
~~Per Share………………….~~	~~$20.00~~	~~None~~	~~N/A~~
~~Total……………….……...~~	~~$3,245,060~~	~~None~~	~~N/A~~



	Price to the Public	Underwriting Discounts and Commissions	Proceeds to the Company
Per Share..................................	$20.00	None	$20.00
Total.........................................	$164,920	None	$164,920



	Price to Public	Underwriting Discounts and Commissions	Proceeds to the Company
Per Unit......................................	$20.00	None	$20.00
Total...........................................	$26,400,000	None	$26,400,000



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.



34 North Meramec Avenue, St. Louis, Missouri 63105, (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


~~(1)~~	~~Voting Trust Interests offered hereby will not result in any proceeds; figure inserted solely for for the purpose of calculating the registration fee.~~



	Page

PROSPECTUS SUMMARY ~~INFORMATION ABOUT THE 2017 VOTING TRUST~~	1
RISK FACTORS	7
~~BUSINESS~~THE 2017 OFFERING	78
PURPOSE OF ISSUE; USE OF PROCEEDS	11
DIVIDENDS	12
DETERMINATION OF OFFERING PRICE	13
CAPITALIZATION	13
DESCRIPTION OF COMMON STOCK	14
DESCRIPTION OF PREFERRED STOCK	16
INFORMATION CONCERNING THE VOTING TRUSTEES	917
SUMMARY OF CERTAIN PROVISIONS OF THE ~~2017~~ VOTING TRUST AGREEMENT	1019
LEGAL MATTERS	1422
EXPERTS	22
WHERE YOU CAN FIND MORE INFORMATION	1522
INCORPORATION BY REFERENCE	22
~~2017 VOTING TRUST~~AMENDED AND RESTATED THREE-YEAR COMMON STOCK PURCHASE PLAN~~AGREEMENT~~	~~Annex~~Exhibit A


Q.	~~Will the Voting Trustees be entitled to vote on all matters brought before the shareholders?~~


Q.	~~Will my economic interest in Graybar Common Stock be changed in any way if I elect to participate in the 2017 Voting Trust?~~


Q.	~~Will my Voting Trust Interests be subject to any limitation on transfer?~~



~~Name and Position~~	~~Years of Service~~	~~Business 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 Region~~	36	~~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 Region~~	31	~~34 North Meramec Avenue~~ ~~St. Louis, MO 63105~~



~~Name~~ Grade/Band Classifications	~~Amount~~ ~~Beneficially Owned (a)~~ Multiplier
~~K. M. Mazzarella~~Executives EX1 through EX5	~~38,536~~3.00
~~R. R. Harwood~~Grades 17, 18, 19 and 20 and Band M1	~~22,913~~2.50
~~R. C. Lyons~~Grades 15 and 16	~~16,860~~2.25
~~W. P. Mansfield~~Eligible participants in sales representatives grades who are covered by the Sales Commission Pilot Program	~~13,916~~2.00
~~D. G. Maxwell~~Grades P and Q	~~15,415~~1.90
Grades N and O	1.85
Grades 11, 12, 13 and 14 whose job description provides that they are exempt from overtime	1.75
Eligible participants in sales representative grades who are covered by the Sales Incentive Plan	1.75
Grades J, K, L and M	1.50
Eligible participants in Grades 11, 12 and 13 whose job description provides that they are not exempt from overtime	1.5
All other eligible participants	1.25



5063



13-0794380



• ~~Distribution Equipment~~	• ~~Fittings~~
• Building and Industrial Wire and Cable	• Fittings
•Distribution Equipment	• Data Cables and Cords
• LED and Incandescent Lighting	• Wiring Devices
• ~~Telecommunications Product~~Fluorescent Lighting	• Fasteners
• ~~Fluorescent Lighting~~Telecommunications Material	• Automation and Controls
• Communication Wire and Cable	• LED, Incandescent and Fluorescent Lamps
• Conduit and Tray	• Enclosures
• Data Connectivity	• MRO Supplies
• Electronic Equipment



Name	Outstanding Shares Beneficially Owned ⁽¹⁾⁽²⁾	Additional Shares Subscribed For⁽¹⁾

Kathleen M. Mazzarella	34,006	4,530
Randall R. Harwood	21,386	1,527
Robert C. Lyons	15,396	1,464
William P. Mansfield	12,599	1,317
David G. Maxwell	14,236	1,179


Q.	~~How do I elect to participate in the 2017 Voting Trust?~~


Q.	~~Can I change my mind after I sign and return the Power of Attorney?~~


Q.	~~Will I incur any tax as a result of participating 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?~~


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?~~


Q.	~~Do Graybar’s directors and officers intend to participate in the 2017 Voting Trust?~~


Q.	~~Whom should I contact with questions about participation in the 2017 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.~~



	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


(B)	Working capital is defined as total current assets less total current liabilities.



		Cash Dividends
2015	First Quarter.........................................................................	$	0.30
	Second Quarter....................................................................	0.30
	Third Quarter.......................................................................	0.30
	Fourth Quarter.....................................................................	2.10

2016	First Quarter.........................................................................	$	0.30
	Second Quarter....................................................................	0.30
	Third Quarter.......................................................................	0.30
	Fourth Quarter.....................................................................	2.10

2017	First Quarter.........................................................................	$	0.30
	Second Quarter....................................................................	0.30



As of June 30, 2017:			As
	Actual		Adjusted
SHORT-TERM DEBT:	(Unaudited, Dollars in thousands)
Short-term borrowings⁽¹⁾	$	208,162	$	181,862
Current portion of long-term debt	2,409		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


(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.


(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.