Excess Benefit Plan

EXHIBIT 10.28


ANIXTER BROS., INC.
EXCESS BENEFIT PLAN


Anixter Bros., Inc., a Delaware corporation ("Company"), hereby establishes the Anixter Bros., Inc. Excess Benefit Plan ("Excess Plan") effective as of August 1, 1985.


1. Purposes: The purpose of the Excess Plan is to provide the benefits which designated Participants in the Anixter Bros., Inc. Pension Plan ("Pension Plan") would have received under such plan except for the maximum benefit limitations ("Benefit Limitations") provided in the plan to conform the Company's pension plans, which are qualified plans under Section 401(a) of the Internal Revenue Code of 1954, as amended ("Code"), with the requirements of Section 415 of the Code.


2. Eligibility and Participation: An employee shall be a Participant in and entitled to benefits under the Excess Plan if:


(a) He is a participant in the Pension Plan, and


(b) He is designated as a participant in this Excess Plan by the Board
of Directors of the Company.


3. Amount of Benefit: The amount of the benefit under the Excess Plan shall be the amount by which (a) below exceeds (b) below:


(a) The amount of the benefit which the Participant (or his surviving
spouse or other beneficiary) would have been entitled to receive under the
Pension Plan without regard to the Benefit Limitations contained herein.


(b) The amount of the benefit which the Participant (or his surviving
spouse or other beneficiary) is entitled to receive under the Pension Plan.


4. Time and Method of Payment: The benefits under paragraph 3 shall be payable in the same manner and form and at the same time as the benefits under the Pension Plan.


5. Funding: The benefits under the Excess Plan shall be paid from the general assets of the Company. The Company shall not be required to segregate any assets to be used for payment of benefits under the Excess Plan.
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