0001104659-06-000620 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Agreement • January 5th, 2006 • MSC Industrial Direct Co Inc • Wholesale-industrial machinery & equipment • New York

AGREEMENT made and entered into as of this 27th day of December, 2005 by and between MSC INDUSTRIAL DIRECT CO., INC., a New York corporation (the “Corporation”), and Thomas J. Cox, having an address at , (the “Associate”).

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Contract
Amended and Restated Agreement • January 5th, 2006 • MSC Industrial Direct Co Inc • Wholesale-industrial machinery & equipment • New York

AMENDED AND RESTATED AGREEMENT made and entered into as of this 27th day of December, 2005 by and between MSC INDUSTRIAL DIRECT CO., INC., a New York corporation (the “Corporation”), and DAVID SANDLER having an address at , (the “Executive”).

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