0000929008-15-000006 Sample Contracts

STOCK APPRECIATION RIGHTS AGREEMENT
Stock Appreciation Rights Agreement • February 24th, 2015 • Wesco International Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware

This Stock Appreciation Rights Agreement is between WESCO International, Inc., a Delaware corporation (the “Company”), and the Grantee named in the summary of Award (the “Grantee”) as of the date of grant set forth in the summary of Award.

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RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 24th, 2015 • Wesco International Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Delaware

This Restricted Stock Unit Agreement (the “Agreement”) is between WESCO International, Inc., a Delaware corporation (the “Company”), and the Grantee whose name appears on the summary of Award (the “Grantee”) as of the date of grant set forth in the summary of Award.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 24th, 2015 • Wesco International Inc • Wholesale-electrical apparatus & equipment, wiring supplies • New York

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 17, 2014 (this “Amendment”), is by and among WESCO DISTRIBUTION, INC., a Delaware corporation, WESCO EQUITY CORPORATION, a Delaware corporation, BRUCKNER SUPPLY COMPANY, INC., a Delaware corporation, WESCO NEVADA, LTD., a Nevada corporation, COMMUNICATIONS SUPPLY CORPORATION, a Connecticut corporation, CALVERT WIRE & CABLE CORPORATION, a Delaware corporation, LIBERTY WIRE & CABLE, INC., a Delaware corporation, TVC COMMUNICATIONS, L.L.C., a Delaware limited liability company, CARLTON-BATES COMPANY, an Arkansas corporation, and CONNEY SAFETY PRODUCTS, LLC, a Delaware limited liability company, as U.S. Borrowers, WESCO DISTRIBUTION CANADA LP, an Ontario limited partnership, WDCC ENTERPRISES INC., an Alberta corporation, and EECOL ELECTRIC CORP., an Alberta corporation, as Canadian Borrowers, the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and J

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