0001047469-09-000084 Sample Contracts

Amendment to Change in Control Agreement
Change in Control Agreement • January 8th, 2009 • MSC Industrial Direct Co Inc • Wholesale-industrial machinery & equipment

Effective as of December , 2007, the Change in Control Agreement by and between Thomas J. Cox and MSC Industrial Direct Co., Inc., dated December 27, 2005 (the “Agreement”) is hereby amended to comply with Section 409A of the Code and applicable regulations thereunder. Unless the context clearly indicates otherwise, capitalized terms herein shall have the same meaning as in the Agreement.

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Amendment to Change in Control Agreement
Change in Control Agreement • January 8th, 2009 • MSC Industrial Direct Co Inc • Wholesale-industrial machinery & equipment

Effective as of December , 2007, the Amended and Restated Agreement, by and between David Sandler and MSC Industrial Direct Co., Inc., dated December 27, 2005 (the “Agreement”) is hereby amended to comply with Section 409A of the Code and applicable regulations thereunder. Unless the context clearly indicates otherwise, capitalized terms herein shall have the same meaning as in the Agreement.

Amendment to Change in Control Agreement
Change in Control Agreement • January 8th, 2009 • MSC Industrial Direct Co Inc • Wholesale-industrial machinery & equipment

Effective as of December , 2007, the Amended and Restated Agreement, by and between Charles A. Boehlke Jr. and MSC Industrial Direct Co., Inc., dated December 27, 2005 (the “Agreement”) is hereby amended to comply with Section 409A of the Code and applicable regulations thereunder. Unless the context clearly indicates otherwise, capitalized terms herein shall have the same meaning as in the Agreement.

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