EXHIBIT 10.22

                                  ANIXTER INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                 EFFECTIVE AS OF
                                 AUGUST 4, 2004



                                  ANIXTER INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                      SECTION 1. ESTABLISHMENT OF THE PLAN

1.1   Establishment of the Plan. Anixter Inc. (the "Corporation") hereby
      establishes the ANIXTER INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the
      "Plan") effective as of August 4, 2004.

1.2   Description of the Plan. This Plan is intended to constitute a
      nonqualified deferred compensation plan which, in accordance with ERISA
      Sections 201(2), 301(a)(3) and 401(a)(1), is unfunded and established
      primarily for the purpose of providing deferred compensation for a select
      group of management or highly compensated employees.

1.3   Purpose of the Plan. In addition to the description of the Plan as set
      forth in subsection 1.2 above, the primary objective of the Corporation in
      establishing this Plan is to provide supplemental retirement income to
      certain employees of the Company in addition to that provided through all
      other sources.

                             SECTION 2. DEFINITIONS

2.1   Definitions. Whenever used in the Plan, the following terms shall have the
      respective meanings set forth below, unless otherwise expressly provided
      herein or unless a different meaning is plainly required by the context,
      and when the defined meaning is intended, the term is capitalized. Other
      terms used herein without definition shall have the meanings ascribed to
      them in the Anixter Inc. Pension Plan as amended and restated from time to
      time or, if no such meaning is ascribed, the meanings attributed to them
      by the Committee in its reasonable discretion.

      (a)   "Beneficiary" means any person or entity designated by the
            Participant or otherwise entitled to receive any benefits under the
            Plan which may be due upon the Participant's death.

      (b)   "Board" means the Board of Directors of the Corporation.

      (c)   "Cause" has the meaning set forth in any employment or other written
            agreement between the Participant and the Company. If there is no
            employment or other written agreement between the Participant and
            the Company, or if such agreement does not define "Cause," then
            "Cause" shall mean the Participant's:

            (1)   repeated material failure to follow appropriate instructions;



            (2)   material breach of his fiduciary obligations to the Company;
                  or

            (3)   commission of dishonest acts that in the reasonable judgment
                  of the Company makes the continuation of Participant's
                  employment inappropriate.

            In the absence of anything to the contrary contained in a
            Participant's employment agreement (if any), the Committee has the
            discretion to determine, in good faith, from all the facts and
            circumstances reasonably available to it, whether Cause exists.

      (d)   "Committee" means the Anixter Inc. Employee Benefits Administrative
            Committee.

      (e)   "Company" means the Corporation and any subsidiaries of the
            Corporation and their successor(s) or assign(s) that adopt this Plan
            with the approval by resolution of the Board.

      (f)   "Compensation Committee" means the Anixter International Inc.
            Compensation Committee.

      (g)   "Corporation" means Anixter Inc., a Delaware corporation, or any
            successor thereto.

      (h)   "Eligible Employee" means an Employee who is so designated by the
            Committee and approved by the Compensation Committee.

      (i)   "Employee" means a person who is actively employed by the Company
            and who falls under the usual common law rules applicable in
            determining the employer-employee relationship.

      (j)   "Life Annuity" means an annuity that is paid to the retired
            Participant for as long as he lives and which does not provide any
            payments to a Beneficiary. The amount of this annuity is determined
            by the benefit formula in Section 4.

      (k)   "Monthly Salary" means the Salary paid to the Participant during the
            applicable month. Monthly Salary shall be based upon the Salary paid
            for completed months.

      (l)   "Normal Retirement Date" means the first of the month coincident
            with or next following the attainment of the Participant's
            sixty-fifth birthday, unless otherwise specified by the Committee.

      (m)   "Participant" means any Eligible Employee who is participating in
            the Plan in accordance with the provisions herein set forth.

      (n)   "Plan" means this plan, the Anixter Inc. Supplemental Executive
            Retirement Plan.

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      (o)   "Plan Administrator" means the Anixter Inc. Employee Benefits
            Administrative Committee.

      (p)   "Present Value" means the commuted present value lump sum of any
            amounts owed at the time of any such calculation (using the
            mortality assumptions used for the calculation of benefits under the
            Anixter Inc. Pension Plan), which shall be discounted to present
            value at a reasonable interest rate as determined by the Committee
            (or its designee) in its sole discretion.

      (q)   "Qualified Pension Benefit" means the Participant's Normal Form Life
            Annuity benefit payable from the Anixter Inc. Pension Plan.

      (r)   "Retirement" means any termination of employment with the Company,
            other than termination by the Company for Cause, on or after
            attaining his or her Normal Retirement Date or, with respect to any
            Participant, the Committee has determined in its sole discretion
            that such Participant is no longer regularly engaged in the
            provision of services to the Company, regardless of the
            Participant's payroll status.

      (s)   "Retirement Date" means the first day of the month coincident with
            or next following the date when a Participant retires after
            attaining his or her Normal Retirement Date.

      (t)   "Salary" means the remuneration paid to a Participant during a Plan
            Year, including overtime, regular bonus amounts or commissions in
            lieu of regular bonus amounts, before reduction for amounts deferred
            pursuant to any plan of the Corporation (including, without
            limitation, any tax-qualified or non-qualified plans of deferred
            compensation and any cafeteria plans, as defined in section 125 of
            the Internal Revenue Code), but excluding special performance bonus
            amounts, signing and relocation bonuses, extraordinary commissions,
            any amounts or payments received from a nonqualified deferred
            compensation plan, stock option, phantom stock option or similar
            long-term incentive plan maintained by the Company, severance pay,
            and other extraordinary payments.

2.2   Gender and Number. Except when otherwise indicated by the context, any
      masculine terminology used herein shall also include the feminine and the
      feminine shall include the masculine, and the use of any term herein in
      the singular may also include the plural and the plural shall include the
      singular.

                    SECTION 3. ELIGIBILITY AND PARTICIPATION

3.1   Eligibility. An Employee must be designated by the Committee and approved
      by the Compensation Committee for participation in this Plan to become
      eligible to receive Benefits.

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3.2   Reemployment of Former Participant. Notwithstanding any provision of the
      Plan to the contrary, any person reemployed as an Employee who previously
      participated in and received benefits under the Plan shall not be eligible
      to participate again in the Plan. Furthermore, any payments or future
      rights to payments under the Plan made or to be made with respect to such
      Participant shall not be discontinued on account of such reemployment.

                               SECTION 4. BENEFITS

4.1   Normal Benefit. A Participant who is eligible for Retirement or Vested
      Termination Benefits will receive from the Plan on a monthly basis a Life
      Annuity commencing on the later of his Normal Retirement Date or his
      Retirement Date equal to his Applicable Formula contained in Exhibit A.
      Exhibit A shall be updated as necessary to reflect Committee
      recommendations which are approved by the Compensation Committee.

4.2   Deferred Retirement. The Deferred Retirement Benefit shall be calculated
      according to Section 4.1, with the Life Annuity commencement on the first
      of the month coincident with or next following the Participant's
      Retirement Date.

4.3   Vested Termination. Unless otherwise provided in Section 4.1, if a
      Participant Retires or his or her employment terminates for any reason
      other than Cause, with at least five (5) years of service and after
      attaining fifty-five (55) years of age, he is eligible for Vested
      Benefits. The Vested Benefit shall be calculated according to Section 4.1.

4.4   Optional Payment Forms. The Normal Form of benefit will be the Life
      Annuity form commencing on the Participant's Normal Retirement Date. The
      Participant may elect one of the following Optional Payment Forms.

      a)    Early Commencement of Benefits. A Participant who is at least
            fifty-five (55) years of age may elect to have his benefit commence
            prior to his Normal Retirement Date. Such benefit shall be adjusted
            to be actuarially equivalent to his Normal Benefit.

      b)    50% Joint and Survivor Annuity. A Participant may elect to have his
            benefit paid in the form of a 50% Joint and Survivor Annuity. 50%
            Joint and Survivor Annuity shall mean an annuity which is paid to
            the retired Participant with a survivor annuity paid during the life
            of the surviving spouse or non-spouse Beneficiary after the
            Participant's death. The annuity must be the actuarial equivalent of
            the Life Annuity for that Participant. The amount of the survivor
            annuity shall be fifty percent (50%) of the Participant's benefit.

4.5   Pre-Retirement Death Benefits. A Participant who dies will not receive
      special benefits on account of death. Such a Participant may receive
      benefits only if he qualifies for reasons other than death.

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      If a Participant dies after meeting the requirements for Vested
      Termination, either while employed or after termination of employment but
      prior to the commencement of benefit payments, his Beneficiary will be
      entitled to receive a survivor's benefit. The amount of the benefit
      payable would be the same amount that would be payable to the Beneficiary
      if the Participant had retired and begun receiving benefits in the form of
      a 50% Joint and Survivor Annuity on the day before his death.

4.6   Disability Benefits. A Participant who has been disabled will not receive
      special benefits on account of disability. Such a Participant may receive
      benefits only if he qualifies for reasons other than disability.

4.7   Forfeiture of Benefits. Notwithstanding anything in this Plan to the
      contrary, the Corporation's obligations to make the payments hereunder are
      conditioned upon the following:

      (a)   The Participant shall have continued in the active employ of the
            Corporation until such time as he is otherwise entitled to benefits
            under Section 4.

      (b)   The Participant's employment with the Company shall not have been
            terminated for Cause, or grounds discovered after termination of
            employment that would have led to termination for Cause.

      If the Participant fails to satisfy the foregoing conditions, the
      Corporation's obligations hereunder shall cease.

                              SECTION 5. FINANCING

5.1   Financing of Benefits. Benefits shall be payable, when due, by the
      Corporation, out of its current operating revenue to the extent not paid
      from a trust created pursuant to Section 5.2. The Corporation's obligation
      to make payments to the recipient when due shall be contractual in nature
      only, and participation in the Plan will not create in favor of any
      Participant any right or lien against the assets of the Corporation. No
      benefits under the Plan shall be required to be funded by a trust fund or
      insurance contracts or otherwise.

5.2   "Rabbi" Trust. In connection with this Plan, the Board may establish a
      grantor trust (known as the "Anixter Inc. Executive Benefit Plan Trust")
      for the purpose of accumulating funds to satisfy the obligations incurred
      by the Corporation under this Plan (and such other plans and arrangements
      as determined from time to time by the Corporation). At any time, the
      Corporation may transfer assets to the Trust to satisfy all or part of the
      obligations incurred by the Corporation under this Plan, as determined in
      the sole discretion of the Committee, subject to the return of such assets
      to the Corporation at such time as determined in accordance with the terms
      of such Trust. Any assets of such Trust shall remain at all times subject
      to the claims of creditors of the Corporation in the event of the
      Corporation's insolvency; and no asset or other funding medium used to pay
      benefits accrued under the Plan shall result in the Plan being considered
      as other than "unfunded" under ERISA. Notwithstanding the establishment of

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      the Trust, the right of any Participant to receive future payments under
      the Plan shall remain an unsecured claim against the general assets of the
      Corporation.

                       SECTION 6. BENEFICIARY DESIGNATION

6.1   Designation of Beneficiary.

      (a)   All Beneficiary designations shall be in writing and signed by the
            Participant. The designation shall be effective only if and when
            delivered to the Corporation during the lifetime of the Participant.
            The Participant also may change his Beneficiary or Beneficiaries by
            a signed, written instrument delivered to the Corporation. The
            payment of amounts shall be in accordance with the last unrevoked
            written designation of Beneficiary that has been signed and
            delivered to the Corporation. All Beneficiary designations shall be
            addressed to the Secretary of Anixter Inc. and delivered to his
            office, and shall be processed as indicated in subsection (b) below
            by the Secretary or by his authorized designee.

      (b)   The Secretary of Anixter Inc. (or his authorized designee) shall,
            upon receipt of the Beneficiary designation:

            (1)   Ascertain that the designation has been signed, and if it has
                  not been, return it to the Participant for his signature;

            (2)   If signed, stamp the designation "Received", indicate the date
                  of receipt, and initial the designation in the proximity of
                  the stamp.

      (c)   Death of his Beneficiary prior to the Participant's date of
            retirement shall void the selection involving that Beneficiary. The
            Participant shall be immediately required to make a different
            selection of payment form or to name another Beneficiary.

6.2   Ineffective Designation.

      (a)   If the Participant does not designate a Beneficiary, or if for any
            reason such designation is entirely ineffective, the amounts that
            otherwise would have been paid to the Beneficiary shall be paid to
            the Participant's estate as the alternate Beneficiary.

      (b)   If a designation is effective in part and ineffective in part, to
            the extent that a designation is effective, distribution shall be
            made so as to carry out as closely as discernable the intent of the
            Participant, with result that only to the extent that a designation
            is ineffective shall distribution instead be made to the
            Participant's estate as an alternate Beneficiary.

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6.3   Simultaneous Death. If a Participant and Beneficiary die under
      circumstances such that it is not possible to determine who died first, it
      is presumed that the Participant survived the Beneficiary.

6.4   Disclaimer. A Beneficiary may disclaim any benefit hereunder in accordance
      with Internal Revenue Code Section 2518 and applicable state law.

                          SECTION 7. GENERAL PROVISIONS

7.1   Employment/Participation Rights.

      (a)   Nothing in the Plan shall interfere with or limit in any way the
            right of the Company to terminate any Participant's employment at
            any time, nor confer upon any Participant any right to continue in
            the employ of the Company. If any Participant's employment is
            terminated for any reason and he is not then entitled to benefits in
            accordance with Section 4, nothing shall be paid to such Participant
            or his Beneficiary(ies) under this Plan.

      (b)   Nothing in the Plan shall be construed to be evidence of any
            agreement or understanding, express or implied, that the Company
            will continue to employ a Participant in any particular position or
            at any particular rate of remuneration.

      (c)   No employee shall have a right to be selected as a Participant, or,
            having been so selected, to be selected again as a Participant.

      (d)   Nothing in this Plan shall affect the right of a recipient to
            participate in and receive benefits under and in accordance with any
            pension, profit sharing, deferred compensation or other benefit plan
            or program of the Company. In addition, no payments under this Plan
            shall be deemed salary or other compensation to the Participant for
            the purpose of computing benefits to which the Participant may be
            entitled under any pension plan or other arrangements that the
            Company may have for the benefit of its employees.

7.2   Nonalienation of Benefits.

      (a)   No right or benefit under this Plan shall be subject to
            anticipation, alienation, sale, assignment, pledge, encumbrance, or
            change, and any attempt to anticipate, alienate, sell, assign,
            pledge, encumber or change the same shall be void; nor shall any
            such disposition be compelled by operation of law except to the
            extent required by law.

      (b)   No right or benefit hereunder shall in any manner be liable for or
            subject to the debts, contracts, liabilities, or torts of the person
            entitled to benefits under the Plan.

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      (c)   If any Participant or Beneficiary hereunder should become bankrupt
            or attempt to anticipate, alienate, sell, assign, pledge, encumber,
            or change any right or benefit hereunder, then such right or benefit
            shall, in the discretion of the Committee, cease, and the Committee
            shall direct in such event that the Corporation hold or apply the
            same or any part thereof for the benefit of the Participant or
            Beneficiary in such manner and in such proportion as the Committee
            may deem proper.

7.3   Severability. If any particular provision of the Plan shall be found to be
      illegal or unenforceable for any reason, the illegality or lack of
      enforceability of such provision shall not affect the remaining provisions
      of the Plan, and the Plan shall be construed and enforced as if the
      illegal or unenforceable provision had not been included.

7.4   No Individual Liability. It is declared to be the express purpose and
      intention of the Plan that no liability whatsoever shall attach to or be
      incurred by the shareholders, officers, or directors of the Corporation or
      any representative appointed hereunder by the Corporation, under or by
      reason of any of the terms or conditions of the Plan.

7.5   Applicable Law. The Plan shall be governed by and construed in accordance
      with the laws of the State of Illinois except to the extent governed by
      applicable Federal law.

7.6   Successors. The provisions of the Plan shall bind and inure to the benefit
      of Company and its successors and assigns. The term successors as used
      herein shall include any corporate or other business entity that shall,
      either by merger, consolidation, purchase or otherwise acquire all or
      substantially all of the business and assets of the Company, and
      successors of any such corporation or other business entity.

7.7   Indemnity of Committee. To the maximum extent permitted by applicable law,
      the Company shall indemnify, hold harmless and defend the Committee, each
      member of the Committee, any employee of the Company, or any individual
      acting as an employee or agent of any of them (to the extent not
      indemnified or saved harmless under any liability insurance or any other
      indemnification arrangement) from any and all claims, losses, damages,
      liabilities, costs and expenses (including attorneys' fees) arising out of
      any actual or alleged act or failure to act made in good faith in
      connection with the Plans (or any related trust agreements), including
      expenses reasonably incurred in the defense of any claim relating thereto.

7.8   Overpayment. If the Committee determines that any Participant or
      Beneficiary receives any payment to which he or she is not entitled
      hereunder, the Committee may seek recovery of such overpayment, plus
      interest.

7.9   Qualified Domestic Relations Order. If the Committee receives an order
      purporting to be a qualified domestic relations order with respect to a
      Participant's benefit under the Plan, to the extent possible it shall
      attempt to have such benefit assigned from the Anixter Inc. Pension Plan.

7.10  Information to Company. The Company shall furnish to the Committee in
      writing all information the Company deems appropriate for the Committee to
      exercise its duties

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      hereunder. Such information shall include but shall not be limited to the
      names of all Participants and their Salary, date of birth, employment,
      termination of employment, retirement, or death.

7.11  Information to Participant. The Committee shall make available to such
      Participant and Beneficiary for examination at the principal office of the
      Company (or at such other location as may be determined by the Committee),
      a copy of the Plan and such of its records or copies thereof as may
      pertain to the benefits of such Participant or Beneficiary.

            SECTION 8. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION

8.1   In General. The Plan shall be administered by the Committee, which shall
      have the sole authority to construe and interpret the terms and provisions
      of the Plan and determine the amount, manner and time of payment of any
      benefits hereunder. The Committee shall maintain records, make the
      requisite calculations and disburse payments hereunder, and its
      interpretations, determinations, regulations and calculations shall be
      final and binding on all persons and parties concerned. The Committee may
      adopt such rules as it deems necessary, desirable or appropriate in
      administering the Plan and the Committee may act at a meeting, in a
      writing without a meeting, or by having actions otherwise taken by a
      member of the Committee pursuant to a delegation of duties from the
      Committee. No member of the Committee may act, vote, or otherwise
      influence a decision of the Committee specifically relating to his
      benefits, if any, under the Plan.

8.2   Claims Procedure. If the Committee denies a benefit, in whole or in part,
      it shall advise the Participant or Beneficiary, as applicable, of (i) the
      specific basis or bases for the denial (ii) references to the specific
      Plan provisions upon which the denial is based (iii) a description of any
      additional material or information that the Participant or Beneficiary
      needs to process the claim, and an explanation of why that material or
      information is necessary; and (iv) a statement of the Plan's appeal
      procedures as hereinafter set forth. Any person dissatisfied with the
      Committee's determination of a claim for benefits hereunder must file a
      written request for reconsideration with the Committee within 60 days of
      the denial by the Committee. Such person has the right to request, free of
      charge, and obtain copies of all documents, records, and other information
      that was relied upon by the Committee in denying such person's benefits or
      was submitted, considered, or generated in the course of making the
      benefit denial, regardless of whether it was used in denying the claim.
      This request must include a written explanation setting forth the specific
      reasons for such reconsideration. The Committee shall review its
      determination within 60 days, plus an extension for an additional 60 days
      in special circumstances, and render a written decision with respect to
      the claim, setting forth the specific reasons for such denial written in a
      manner calculated to be understood by the claimant. Such claimant shall be
      given a reasonable time within which to comment, in writing, to the
      Committee with respect to such explanation. The Committee shall review its
      determination promptly and render a written decision with respect to the
      claim. Such decision upon matters within the scope of the authority of the
      Committee shall be conclusive, binding, and final upon all claimants under
      this Plan.

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8.3   Finality of Determination. The determination of the Committee as to any
      disputed questions arising under this Plan, whether of law or of fact, or
      mixed questions of law and fact, including questions of construction and
      interpretation, shall be final, binding, and conclusive upon all persons.

8.4   Delegation of Authority. The Committee may, in its discretion, delegate
      its duties to an officer or other employee of the Company, or to a
      committee composed of officers or employees of the Company.

8.5   Expenses. The cost of payment from this Plan and the expenses of
      administering the Plan shall be borne by the Corporation.

8.6   Tax Withholding. The Corporation shall have the right to deduct from all
      payments made from the Plan any federal, state, or local taxes required by
      law to be withheld with respect to such payments.

8.7   Incompetency. Any person receiving or claiming benefits under the Plan
      shall be conclusively presumed to be mentally competent and of age until
      the Corporation receives written notice, in a form and manner acceptable
      to it, that such person is incompetent or a minor, and that a guardian,
      conservator, statutory committee or other person legally vested with the
      care of his estate has been appointed. In the event that the Corporation
      finds that any person to whom a benefit is payable under the Plan is
      unable to properly care for his affairs, or is a minor, then any payment
      due (unless a prior claim therefore shall have been made by a duly
      appointed legal representative) may be paid to the spouse, a child, a
      parent, or a brother or sister, or to any person deemed by the Corporation
      to have incurred expense for the care of such person otherwise entitled to
      payment.

      In the event a guardian or conservator or statutory committee of the
      estate of any person receiving or claiming benefits under the Plan shall
      be appointed by a court of competent jurisdiction, payments shall be made
      to such guardian or conservator or statutory committee provided that
      proper proof of appointment is furnished in a form and manner suitable to
      the Corporation. Any payment made under the provisions of this Section 8.7
      shall be a complete discharge of liability therefore under the Plan.

8.8   Action by Corporation. Any action required or permitted to be taken
      hereunder by the Corporation or its Board shall be taken by the Board, or
      by any person or persons authorized by the Board.

8.9   Notice of Address. Any payment made to a Participant or to his surviving
      Spouse at the last known post office address of the distributee on file
      with the Corporation, shall constitute a complete acquittance and
      discharge to the Corporation and any director, officer or employee
      including, without limitation, members of the Committee with respect
      thereto, unless the Corporation shall have received prior written notice
      of any change in the condition or status of the distributee. Neither the
      Corporation nor any director, officer or employee including, without
      limitation, members of the Committee

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      shall have any duty or obligation to search for or ascertain the
      whereabouts of the Participant or the Beneficiary.

8.10  Amendment and Termination. The Plan may be amended, suspended or
      terminated, in whole or in part, by the Board of Directors, but no such
      action shall retroactively reduce the benefits under the Plan which have
      accrued prior to the effective date of such action. Notwithstanding the
      foregoing, a transfer of benefits provided hereunder and a concomitant
      transfer of liabilities to the Anixter Inc. Pension Plan shall not be
      regarded as an amendment reducing the benefits accrued under the Plan for
      any Participant. In addition, the Committee has concurrent authority to
      make technical and/or clarifying amendments to the Plan or amendments that
      either have no cost effect on the Company or an effect that is not
      reasonably expected to exceed $10,000, plus any correlative modifications
      thereto.

8.11  Savings Clause. Notwithstanding anything to the contrary contained herein,
      if (i) the Internal Revenue Service (IRS) prevails in its claim that all
      or a portion of the amounts contributed to the Plan, and/or earnings
      thereon, constitute taxable income to a Participant or beneficiary for any
      taxable year that is prior to the taxable year in which such contributions
      and/or earnings are actually distributed to such Participant or
      beneficiary, (ii) the U.S. Department of Labor (DOL) prevails in its claim
      that the Trust prevents the Plan from meeting the "unfunded" criterion of
      the exceptions to various requirements of Title I of ERISA for plans that
      are unfunded and maintained primarily for the purpose of providing
      deferred compensation for a select group of management or highly
      compensated employees, or (iii) legal counsel selected by the Committee
      advises the Committee that the IRS or DOL would likely prevail in such
      claim, the Participant's Account balance shall be immediately distributed
      to the Participant or beneficiary. For purposes of this Section, the IRS
      or DOL shall be deemed to have prevailed in a claim if such claim is
      upheld by a court of final jurisdiction, or if the Committee, based upon
      the advice of legal counsel selected by the Committee, fails to appeal a
      decision of the IRS or DOL, or a court of applicable jurisdiction, with
      respect to such claim, to an appropriate IRS or DOL appeals authority or
      to a court of higher jurisdiction within the appropriate time period.

8.12  Transfer of Benefits. Notwithstanding anything contained herein to the
      contrary, the Committee has the authority to provide that the benefits of
      one or more Participants shall be provided from and the liabilities
      attributable to such benefits shall be transferred to the Anixter Inc.
      Pension Plan. Upon such transfer being effected, the benefits of the
      affected Participants shall cease to be payable under the Plan.

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                              SECTION 9. EXECUTION

      IN WITNESS WHEREOF, the Company has caused this Anixter Inc. Supplemental
Executive Retirement Plan to be executed by its duly authorized officer this 4th
day of August 2004, to be effective as of August 4, 2004.

                                               Anixter Inc.

                                               By: _____________________________

                                               Title: __________________________

ATTEST:

__________________________
Secretary

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                                  ANIXTER INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                    EXHIBIT A

                      APPLICABLE FORMULA FOR NORMAL BENEFIT
                      ELIGIBLE EMPLOYEES AS OF AUGUST 4, 20

Eligible Employee:              Robert Grubbs, Jr.

Normal Retirement Date:         54th birthday

Target Benefit (at age 65):     Monthly benefit equal to fifty percent (50%) of
                                Final Average Salary*

Benefit Offset:                 Normal Benefit Life Annuity payable from the
                                Anixter Inc. Pension Plan and the Anixter Inc.
                                Excess Benefit Plan

Normal Benefit (at age 65):     Target Benefit less Benefit Offsets

Reduction:                      Actuarially reduced (using the same assumptions
                                as provided under the Anixter Inc. Pension Plan)
                                for commencement prior to age 65, subject to a
                                minimum Normal Benefit of $550,000 per year
                                ($45,833.33 per month)

Eligible Employee:              Dennis Letham

Normal Retirement Date:         65th birthday

Target Benefit (at age 65):     Monthly benefit equal to fifty percent (50%) of
                                Final Average Salary*

Benefit Offset:                 Normal Benefit Life Annuity payable from the
                                Anixter Inc. Pension Plan and the Anixter Inc.
                                Excess Benefit Plan

Normal Benefit (at age 65):     Target Benefit less Benefit Offsets

Reduction:                      Actuarially reduced (using the same assumptions
                                as provided under the Anixter Inc. Pension Plan)
                                for commencement prior to age 65

* "Final Average Salary" means the highest obtainable average of Monthly Salary
which can be derived from the Monthly Salary earned during any sixty (60)
consecutive calendar months in the one hundred twenty (120) calendar months
prior to the month in which the Participant terminates employment for any
reason, including his death or retirement. If the Participant has completed
fewer than sixty (60) calendar months of employment, the average shall be based
upon all calendar months of service prior to his termination of employment.

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