The target incentive fund is the sum of the individual target incentive awards for all eligible Participants. Once the incentive targets have been determined by the Administrator, a target incentive fund shall be established and accrued ratably by KRC and each of its segments and/or subsidiaries, as applicable. The incentive fund and accruals may be adjusted during the year.

The target incentive fund is the sum of the individual target incentive awards for all eligible Participants.

Incentive Compensation Award Determination. The Committee shall make a written determination prior to payment of an Incentive Compensation Award as to the degree to which the applicable performance objective(s) has(have) been attained and the resulting Incentive Compensation Award payment amount. With respect to any such Committee determination, approved minutes of the meeting in which the determination is made shall be treated as written determination.

Each member's Guideline Incentive will be expressed in dollars computed by multiplying the member's guideline percentage (indicated in the Company compensation structure) by the member's eligible annual base salary earnings for the incentive year. MIP employees receiving overtime will have MIP based on eligible base pay and overtime earnings. Actual incentives paid may vary from Guideline Incentive amounts based on the performance of the branch, district, or corporation.

Determination of Annual Incentive Award. The Annual Incentive Award for each Participant shall be determined by the Committee pursuant to Section 5.1. in its sole discretion based on the attainment of the Performance Measure(s) or such other factors as the Committee determines in its sole discretion.

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.

Determination. The determination as to whether, and the extent to which, the performance vesting requirements of this paragraph # have been satisfied for the Performance Period shall be made as soon as practicable after the end of the Performance Period with an effective date of [date], and such results must be certified in writing by the Committee before settlement.

Determination. The Plan Administrator shall make such determinations as may be required from time to time in the administration of this Plan. The Plan Administrator shall have the discretionary authority and responsibility to interpret and construe this Plan Statement and to determine all factual and legal questions under this Plan, including but not limited to the entitlement of Participants and Beneficiaries, and the amounts of their respective interests. . Each decision of the Plan Administrator shall be final and binding upon all parties. Benefits under the Plan will be paid only if the Plan Administrator decides in its discretion that the applicant is entitled to them.

Incentive awards paid under the Plan will be based solely on the attainment of specified performance goals established by the Committee during the first 90 days of the Plan Year. Performance goals will be based on objective criteria specifically defined by the Committee on a Company, business unit or peer group comparison basis, which may include or exclude specified items of an unusual or non-recurring nature and are based on one or more of the following: net income, return on assets, return on net assets, return on sales, return on capital, return on equity, return on revenue, sales growth, market share, cash flow, cost reduction, total shareholder return, economic value added, cash flow return on investment and cash value added. Performance goals may include a minimum, maximum and target level of performance with the size of individual awards, if any, based on the level attained. Actual goal attainment will be certified in writing by the Committee before payout.

Stock Fund Account. Subject to the provisions of Sections 5 and 8.1, as of the last day of each Plan Year, the Trustee shall credit to each Participant’s Stock Fund Account: # the Participant’s allocable share of Stock purchased by the Trustee or contributed by the Employer to the Trust Fund for that year; # the Participant’s allocable share of the Stock that is released from the Unallocated Stock Fund for that year; # the Participant’s allocable share of any forfeitures of Stock arising under the Plan during that year; and # any stock dividends declared and paid during that year on Stock credited to the Participant’s Stock Fund Account.