Amendment to Stock Appreciation Rights Agreements between WESCO International, Inc. and William Goodwin

Summary

WESCO International, Inc. and William Goodwin have agreed to amend their previous Stock Appreciation Rights Agreements, originally dated September 29, 2004, July 1, 2005, and July 1, 2006. The amendment, effective May 21, 2008, updates the definition of "Retirement at Normal Retirement Age" to mean retirement at age 65 or later, or at another mutually agreed date. All other terms of the original agreements remain unchanged.

EX-10.8 7 l31933aexv10w8.htm EX-10.8 EX-10.8

Exhibit 10.8

WESCO International, Inc.
WESCO Distribution, Inc.

AMENDMENT TO STOCK APPRECIATION RIGHTS AGREEMENTS

WHEREAS, WESCO INTERNATIONAL, INC. (the “Company”) and William Goodwin (the “Grantee”) previously entered into three Stock Appreciation Rights Agreements dated as of September 29, 2004, July 1, 2005 and July 1, 2006 (the “Agreements”).

WHEREAS, the Company wishes to amend the Agreements as set forth herein.

NOW, THEREFORE, intending to be legally bound, the Grantee and the Company hereby amend the Agreement effective as of May 21, 2008 as follows:

	1.		Section 4(b)(iv) of the Agreements dated July 1, 2005 and July 1, 2006 and Section 6(c)(iv) of the Agreement dated September 29, 2004 are hereby amended and restated in its entirety as follows:

			“Retirement at Normal Retirement Age” shall mean retirement at the age 65 or later or at such date as mutually agreed upon.

	2.		Except as expressly amended above, the terms and conditions of the Agreement shall continue in full force and effect.

The foregoing amendment is hereby accepted and agreed to by the undersigned.


	WESCO INTERNATIONAL, INC.
	By:
		Stephen A. Van Oss
		Vice President and Chief Financial Officer
	Date: