0000950152-08-005854 Sample Contracts

STOCK APPRECIATION RIGHTS AGREEMENT
Stock Appreciation Rights Agreement • July 31st, 2008 • Wesco International Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware

STOCK APPRECIATION RIGHTS AGREEMENT, dated as of [DATE], between WESCO INTERNATIONAL, INC., a Delaware corporation (the “Company”), and the Grantee whose name appears on the signature page hereof (the “Grantee”).

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WESCO International, Inc. WESCO Distribution, Inc. AMENDMENT TO STOCK APPRECIATION RIGHTS AGREEMENTS
Stock Appreciation Rights Agreements • July 31st, 2008 • Wesco International Inc • Wholesale-electrical apparatus & equipment, wiring supplies

WHEREAS, WESCO INTERNATIONAL, INC. (the “Company”) and William Goodwin (the “Grantee”) previously entered into three Stock Appreciation Rights Agreements dated as of September 29, 2004, July 1, 2005 and July 1, 2006 (the “Agreements”).

WESCO International, Inc. WESCO Distribution, Inc. AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • July 31st, 2008 • Wesco International Inc • Wholesale-electrical apparatus & equipment, wiring supplies

NOW, THEREFORE, intending to be legally bound, the Grantee and the Company hereby amend the Agreement as provided below effective as of May 21, 2008 as follows:

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