Deferral Agreement (2003)Full Document 

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                               DEFERRAL AGREEMENT
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         THIS AGREEMENT is made this      day of December, 2002, by and
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between Graybar Electric Company, Inc., ("Employer") and
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("Employee").

         WHEREAS, the Employee has been performing valuable services for the
Employer and desires to defer receipt of certain compensation to be earned by
Employee in the service of Employer; and

         WHEREAS, the Employer desires to encourage the Employee to continue to
perform such services and is willing to defer payment of such compensation and
to credit "interest" thereon;

         NOW, THEREFORE,

1.       Subject to Section 6 of this agreement, the parties hereto agree that
annually, beginning January 1, 2003, the Employee may elect to defer receipt of
the amounts set forth in Section 1 (a), (b), and (c) below and any amounts
deferred ("Deferred Compensation") shall be paid to Employee at the time and in
the manner set forth in Section 2.

         (a)       % (no less than 2% nor more than 15%) of the Employee's
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annual salary, together with interest on such amount as determined under
paragraph (e) below.

         (b)       % (no less than 2% nor more than 25%) of the Employee's
                ---
incentive payment, together with interest on such amounts as determined under
paragraph (e) below.

         (c)    The excess, if any, of the annual Employer contribution which
would be paid or credited to the Employee's account in the Profit Sharing and
Savings Plan of Graybar Electric Company, Inc. ("Profit Sharing Plan") but for
(i) the limitation set forth in Sections 401 and 415 of the Internal Revenue
Code and but for (ii) the deferral of compensation under paragraph (a) and (b)
above, over the actual amount of the annual Employer contribution paid or
credited to the Employee's account in the Profit Sharing Plan, together with
interest on such amount as determined under paragraph (e) below.

         (d)    By his signature to this Agreement, the Employee has elected,
effective January 1, 2003, to defer the amounts set forth in paragraphs (a),
(b), and (c) to be earned in 2003 and such election to defer shall remain
effective for succeeding years until modified or revoked. The Employee may
revoke the election to defer amounts under paragraphs (a), (b), and (c) or
change the percentage to be deferred set forth in paragraph (a) (but not below
2% nor higher than 15%); and/or paragraph (b) (but not below 2% nor higher than
25%), provided that, such election must be in writing, must be signed by the
Employee, must apply to an entire calendar year and must be delivered to the
Employer on or before the last day of the calendar year immediately preceding

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