CHANGE IN CORPORATE FORM. If LESSEE is a trust, corporation, partnership or other limited liability entity, LESSEE shall serve written notice to LESSOR within 30 days following the date LESSEE: # changes its legal name, # merges into or consolidates with a third party, # files articles of entity conversion, # changes its state of organization/registration or domestication, # voluntarily or involuntarily dissolves or revokes its articles of organization, articles of incorporation or other charter documents, or # changes any trustee(s).

Corporate Change. In the event that a Corporate Change occurs prior to any portion of the Restricted Stock Units becoming vested, 100% of the unvested Restricted Stock Units shall immediately become vested and shall be settled as set forth in [Section 5].

Awards to Corporate participants will be based on their Guideline Incentive (eligible salary multiplied by the applicable guideline percentage) multiplied by the Corporate Final Performance Index. The Corporate Final Performance Index shall be based on the consolidated financial performance of the Company including Graybar Corporate, districts, zones and all subsidiaries as determined from time to time in accordance with guidelines adopted by the Board.

Form. Unless the grant of a Stock Option is expressly designated at the time of grant as an ISO, it is deemed to be an NQSO. ISOs are subject to the additional terms and conditions in [Article 6].

Form. Payment in respect of the RSUs, after and to the extent they have become nonforfeitable pursuant to [Section 4] or [Section 5] hereof, shall be made in the form of shares of Common Stock. Payment shall only be made in whole shares of Common Stock; any fractional shares shall be paid to Grantee in cash. The Company’s obligations to Grantee with respect to the RSUs will be satisfied in full upon the issuance of the shares of Common Stock (or, with respect to fractional shares, upon the payment in cash) corresponding to such RSUs. Grantee agrees that he or she will cooperate with the Company to facilitate payment of the RSUs, which cooperation may include being required to maintain a brokerage account with the Plan’s recordkeeper.

Form. Each agreement, document, instrument or other writing to be furnished to Agent under any provision of this First Amendment must be in form and substance satisfactory to Agent and its counsel.

Beneficiary Designation; Change. A participant shall designate his or her Beneficiary by delivering to the Corporate Secretary’s Office a written statement or instructions in a form provided by the Company (the “Beneficiary Designation Form”). A participant shall have the right to change a Beneficiary by completing and otherwise complying with the terms of the Beneficiary Designation Form and the Corporate Secretary’s Office of the Company’s rules and procedures, as in effect from time to time. No Beneficiary Designation Form shall be valid unless accepted by the Corporate Secretary’s Office of the Company. Upon the acceptance by the Corporate Secretary’s Office of the Company of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Corporate Secretary’s Office of the Company shall be entitled to rely on the last Beneficiary Designation Form filed by the participant and accepted by the Corporate Secretary’s Office of the Company prior to the participant’s death.

Accelerated Vesting; Change in Corporate Control. To the extent you have not previously vested in your rights with respect to this Award, your Award will become:

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except with the prior written consent of the Buyer.