Graybar Code of Ethics

CODE OF BUSINESS CONDUCT AND ETHICS

1. GENERAL

2. AVOIDANCE OF CONFLICTS OF INTEREST

3. PROTECTION OF CONFIDENTIAL INFORMATION

4. OTHER GENERAL STANDARDS OF CONDUCT

5. POLITICAL ACTIVITY: PAYMENTS AND GIFTS

6. COMPLIANCE WITH LAW

7. IMPLEMENTATION OF THIS INSTRUCTION

Appendix B (Code of Ethics for Covered Officers)

1. GENERAL

1.1. Graybar Electric Company, Inc., strives to conduct its business in strict conformity with all applicable laws and the highest ethical standards. The Company expects each of its employees to abide by the policies stated in this instruction in all dealings with customers and suppliers of the Company, with all other third parties doing business (or interacting in some other fashion) with the Company, and with their fellow employees.

1.2. The general standards to be applied by employees conducting their activities as employees of the Company are:

1. Honesty – to be completely honest and not engage in any manipulation, concealment, deception, or misrepresentation of any kind.
2. Integrity – to do what is right and ethical and what has been promised.
3. Respect and Equal Treatment – to treat everyone with dignity and not engage in or tolerate harassment or discrimination of any kind, especially based on race, color, ethnicity, religion, gender, age, disability, or veteran or marital status.
4. Compliance with Laws – to comply fully with all applicable laws and Governmental rules and regulations ("Applicable Laws").
5. Loyalty to the Company and Fellow Employees – to put the interests of the Company before personal interests when acting as an employee, including not taking personal advantage of opportunities that belong to the Company.
6. Fair Dealing – to deal fairly with the Company's customers and suppliers, fellow employees, and anyone else doing business or engaged in some other fashion with the Company and not to offer or accept any improper inducements or otherwise attempt to make or influence any decision improperly.
7. Protection of the Company's property – to protect the assets and property of the Company, including its confidential information, and to use those assets and properties only in the furtherance of the Company's business.
8. Implementation of the Standards – to report to a supervisor, or other appropriate manager or Company personnel, any violations or possible violations of Applicable Laws or this Code of Business Conduct and Ethics and to seek guidance from a supervisor or other appropriate Company personnel when in doubt about the best course of action to take in a particular situation.

1.3. This instruction has been adopted by the Board of Directors of Graybar Electric Company, Inc., to deter wrongdoing, to promote honest and ethical conduct, to foster compliance with the letter and the spirit of Applicable Laws by all employees of the Company, and to assure proper disclosure of financial information in the Company’s financial statements, in the filings with, or submissions to, the Securities and Exchange Commission and in other public communications made by the Company.

1.4. The remainder of this instruction deals more specifically with (a) circumstances in which the personal interests of any employee may come into conflict with the Company's interest; (b) protection of confidential information; (c) treatment of Company opportunities; (d) fair dealing; (e) protection and proper use of Company assets; (f) compliance with Applicable Laws; (g) political activity, payments, and gifts; and (h) the Foreign Corrupt Practices Act. It also sets forth procedures to be followed to report any illegal, unethical, or dishonest behavior.

2. AVOIDANCE OF CONFLICTS OF INTEREST

2.1. No employee shall engage in any conduct that might result in or be perceived to result in a conflict between the personal interests of the employee and the best interests of the Company without first obtaining clearance from his/her immediate management supervisor. The supervisor should then refer the facts of the situation to the responsible Vice President, who shall determine if a conflict exists and shall report the results of his/her determination in writing to the Company's Senior Vice President, Secretary and General Counsel. Any possible conflict of interest involving a Vice President or an officer, who is not a member of the Board of Directors, must be reviewed with and approved by the President of the Company. Any possible conflict involving the President or any member of the Board of Directors must be reviewed with and approved by a majority of the disinterested members of the Board of Directors. Each employee is expected to test his/her conduct and its probable effect on the Company in accordance with exacting personal standards of integrity and loyalty. Whenever any question of possible conflict arises, the employee is expected to follow the procedure described above.

2.2. This policy and review process also applies to possible conflicts resulting from the activities of members of an employee’s family or household and the employee’s close relatives.

2.3. It is impossible to describe precisely all situations which may give rise to a conflict with the best interests of the Company, but some of the more obvious circumstances in which conflicts may are:

1. Owning any significant direct or indirect interest in any supplier, customer, or other organization doing or seeking to do business with the Company, or any competitor of the Company. As a guideline, ownership of one percent or less of the securities of any such organization listed on a recognized United States stock exchange or otherwise publicly traded is regarded as an insignificant interest.
2. Acting as an officer, director, employee, consultant, or representative, or in any other comparable capacity, for any supplier, customer, or other organization doing or seeking to do business with the Company, or for any competitor of the Company, without specific Company approval.
3. Accepting from or offering to a supplier, customer, or any other organization doing or seeking to do business with the Company, any compensation, fees, commissions, or other payments, loans, services, or other items of value, including gifts, travel, or entertainment, except those of only nominal value that are commonly accepted as normal business courtesies or which are made available under Company-approved supplier promotional programs.
4. Acquiring, directly or indirectly, or turning to the employee's personal advantage, or to the advantage of any other person or organization, any business or financial opportunity learned about or encountered in the course of or as a result of activities as an employee, or any which ought to be available to the Company for some other reason.
5. Engaging as an individual in any significant sale, lease, or purchase transaction with the Company, either directly or indirectly.

2.4. When there is any question of possible conflict, all the pertinent facts should be disclosed promptly to the employee's immediate management supervisor, who should follow the procedure outlined previously in this instruction. If it should then appear to the management supervisor that a conflict does in fact exist, every effort will be made to resolve it in a manner that is fair and reasonable for the employee and the Company. The final determination of the application of the Company's policy will be made by senior management or, if appropriate, by the Board of Directors.

3. PROTECTION OF CONFIDENTIAL INFORMATION

3.1. The Company expects every employee to treat as confidential all information about the Company and its business and financial affairs which is proprietary or otherwise not generally revealed to third parties. An employee must not disclose or use such information other than to perform his or her responsibilities as an employee. Any disclosure of such information should be limited to authorized Company personnel or agents or persons with whom the Company is conducting business who need to know it. These obligations also apply to information received in confidence by the Company from suppliers, customers, and other third parties doing business or otherwise interacting with the Company.

3.2. Many kinds of confidential information exist. Among the most important examples are information, data, and analyses concerning: the Company's marketing and sales plans and activities (including details of costs, pricing, and product or service offerings); the Company’s financial and operating plans and practices, including distribution methods; the Company’s customers and all past, present, and prospective transactions with them (including all contracts, quotations, bids, and proposals); and the Company’s suppliers and all past, present, and prospective transactions with them (including supplier pricing, quotations, or project information). Every precaution should be taken to preserve the confidentiality of all such information, data, and analyses unless and until specifically released in writing by senior management for general publication or otherwise made public by Company officials.

3.3. No employee shall, either directly or indirectly through family members or third parties, purchase or sell stock of publicly-traded companies on the basis of material, non-public information received or learned while acting as an employee or share such information with any person to use in connection with their purchase or sale of any publicly-traded security. Material information is any information which could reasonably be expected to either affect the price of, or the decision to buy or sell, the stock of any company. Non-public information is any information not available to the public generally and, although it clearly includes all confidential information, it may have broader application. This prohibition applies to any non-public information of suppliers, customers, other third parties doing business with or otherwise interacting with the Company, or competitors of the Company.

3.4. The obligations not to disclose or improperly use any information regarded as confidential by the Company (or by its suppliers, customers, or other third parties covered by this policy) continue even after the employee is no longer employed by the Company.

3.5. If an employee’s service with the Company ends for any reason, he or she must deliver to the Company, prior to leaving, all correspondence, files, reports, memoranda, records, manuals, presentations, sales reports, customer lists, customer and supplier business cards, quotation, bid or proposal files or materials, job folders, notes, drawings, and any other material pertaining to the Company’s business or financial affairs which may be in the employee's possession or under his or her control, and any information received from any supplier, customer, or third party which is subject to this policy. This obligation pertains to information, data, or material whether it is in writing, in electronic form, or encoded or recorded on some other media. Returning the items described does not in any way relieve the employee of the obligation of confidentiality set forth above.

4. OTHER GENERAL STANDARDS OF CONDUCT

4.1. Dealings with the Company’s customers, suppliers, competitors, and other Company employees shall be undertaken with integrity and in a manner that is completely honest and that does not take unfair advantage of any person through manipulation, concealment, abuse of confidential or other privileged information, or misrepresentation of material facts.

4.2. Any such dealings shall be undertaken with professionalism and in a manner which will not prove an embarrassment to the Company or damage its reputation. This policy applies to all activities, including entertainment, regardless of whether they occur during or after normal business hours. Company employees are not to engage in any conduct or attend any functions, including entertainment, that may potentially embarrass or offend participants.

4.3. Each employee is charged with the responsibility of protecting and properly using the assets of the Company. Use of the Company’s assets (including use of computers, phones, copiers, the electronic mail system, and Internet facilities) is limited to use that will further the business and other objectives of the Company. Incidental, personal use of Company assets may be permitted so long as it does not interfere with the employee’s work or with the activities of fellow employees. Any employee found to be engaging in, or attempting, theft of any property of the Company, including documents, equipment, intellectual property, personal property of other employees, cash, or any other items of value will be subject to termination and to possible criminal proceedings. All employees have a responsibility to report any theft or attempted theft to the Company’s management.

4.4. Consistent with other sections of this Code of Business Conduct and Ethics, Graybar promotes an environment of open communication in which all employees' communications are respected. Accordingly, employees are prohibited from recording or videotaping any work-related meetings or conversations without the knowledge and consent of all persons present or involved.

4.5. Full-time employees are permitted to engage in employment opportunities outside of normal Company working hours. However, any such employment shall not compete with the Company, shall not interfere with the ability of the employee to devote full-time to his or her work, and shall not be furthered by using assets of the Company such as supplies, computers, telecommunications equipment, and copiers.

4.6. Sales or purchases of material, supplies, and service for the Company shall be accomplished in a manner that obtains the best value for the Company, while considering only merits such as quality, performance, and price. No attempt should be made to influence or affect purchase or sale decisions improperly. Solicitation of gifts in any amount is improper.

5. POLITICAL ACTIVITY: PAYMENTS AND GIFTS

5.1. In this country, and in many foreign countries, it is unlawful for corporations to contribute funds to political parties or candidates for office. Such contributions are not to be made by the Company and any lawful contributions shall only be made with the written approval of the President. While the Company recognizes personal political contributions by an employee on an individual basis as an exercise in good citizenship, the Company reaffirms that unlawful contributions must not be made with Company funds or be reimbursed from Company funds by any means. The Company also recognizes the right of employees to engage in political activities on a personal basis, including political party membership of the employee's choice, support of individual candidates for public office, nonpartisan service at the polls, and, if consistent with the employee's duties, seeking and holding elective or appointive public office. However, such activities shall not be carried out using Company facilities or resources or on Company property.

5.2. The giving of anything of value to secure favored treatment from a political or Governmental official of any kind is unlawful in any form. The offer to pay or payment of any such compensation, fee, gift, or other consideration of any kind, either directly or through an agent or other intermediary, is strictly prohibited. All employees are expected to report any requests of an official for such payments to his/her immediate supervisor, who should refer this information to the responsible Vice President.

6. COMPLIANCE WITH LAW

6.1. Each employee shall comply fully with all Applicable Laws, including without limitation, employment, discrimination, health, safety, antitrust, securities, and environmental laws.

6.2. The Foreign Corrupt Practices Act requires the Company to maintain books, records, and accounting controls designed to accurately reflect financial transactions as they occur and prohibits the Company and its employees from making payments directly or indirectly to officials of foreign Governments for the purpose of influencing such Governments in obtaining or retaining business. The Sarbanes-Oxley Act of 2002 imposes additional, far-reaching requirements on the Company and its employees with respect to the adequacy and accuracy of the Company’s financial systems and controls and the manner in which the Company conducts its internal and external affairs. Violations of either Act can subject the Company to heavy fines and individuals to fines and imprisonment.

6.3. The Company's system of accounting records and controls has historically been reviewed by outside public accounting firms and will continue to be so in the future. Nevertheless, the integrity of these systems is dependent on the accuracy of initial entries made by Company employees. Accordingly, all reports, entries, or other communications, including those which form the basis for preparation of accounting records, shall completely, accurately, and honestly reflect transactions as they have occurred.

6.4. No employee shall engage in the practice of making improper payments to any person or organization for the purpose of obtaining or retaining business or for any other inappropriate purpose in violation of any Applicable Law. Specifically, this means that:

1. No employee shall, in violation of any Applicable Law, offer or make, directly or indirectly through any other person or firm, any payment of anything of value (in the form of compensation, gift, contribution, or otherwise) to any person or firm employed by or acting for or on behalf of any customer for the purpose of inducing or rewarding favorable action by the customer in any commercial transaction.
2. Employees who conduct business with federal, state or local Government entities shall not give government employees anything of value, including entertainment, gifts, or business courtesies of any kind.

6.5. All agreements with consultants, agents, or representatives shall be in writing, and payments thereunder shall be made by check, bank wire, or in any other manner satisfactory to the Company and consistent with internal auditing procedures. Each agency, consultant, or representative agreement shall include a covenant that the agent, consultant, or representative will comply with all Applicable Laws in acting on the Company's behalf and shall require the agent, consultant, or representative to submit a report describing the services he or she has rendered on behalf of the Company. For the purposes of this instruction, the terms "agent," "consultant," or "representative" shall mean any independent contractor retained by the Company to assist in procuring business, facilitating performance of obligations, or acting as liaison under sale contracts.

6.6. Agreements with consultants, agents, or representatives retained to act on the Company’s behalf in a foreign country will be handled in accordance with the Company’s Export Compliance Policy.

6.7. For any agreement under which compensation may exceed $100,000, the proposed agency, consultant, or representative agreement and the report described above shall be submitted, prior to the signing of such agreement, to the Senior Vice President – North America Business and the Senior Vice President, Secretary and General Counsel for their approval. All other such agreements shall be approved by the responsible Vice President.

6.8. If any officer or employee has reason to believe that the agent, consultant, or representative has breached any covenant of the applicable agreement or violated this instruction in any fashion, he or she shall report this information to the appropriate officer or department head and to the Senior Vice President, Secretary and General Counsel. Upon receiving such information, the Senior Vice President, Secretary and General Counsel shall be responsible for directing an investigation of the matter.

6.9. All employees must comply with applicable U.S. export control laws, embargo laws, and anti-boycott laws (as described more fully in the Company’s Export Compliance Policy).

7. IMPLEMENTATION OF THIS INSTRUCTION

7.1. Responsibility for the compliance with this Code of Business Conduct and Ethics rests with all employees and their respective supervisors. The responsibility to communicate the requirements of this Code of Business Conduct and Ethics to employees rests with their respective supervisors. All employees are expected to review this instruction and acknowledge by electronic signature hereto upon employment and annually thereafter. In addition, certain “Covered Officers” (as defined in Appendix B) shall review and acknowledge by electronic signature Appendix B.

7.2. Vice Presidents are ultimately responsible for obtaining the required signatures within their organizations; the Senior Vice President - Human Resources is ultimately responsible for obtaining the required signatures of Corporate employees.

7.3. Employees shall report all actual or potential violations of Applicable Laws or this Code of Business Conduct and Ethics.

7.4. Questions regarding this instruction shall be directed to the Company’s Senior Vice President, Secretary and General Counsel.

7.5. Supervisors are strictly prohibited from retaliating against any employee who makes a good faith report of any actual or potential violation of any Applicable Law or this Code of Business Conduct and Ethics. Any such retaliatory action will subject the supervisor to disciplinary action. In addition, supervisors will be subject to disciplinary action for a violation of any Applicable Law or this Code of Business Conduct and Ethics by a subordinate employee to the extent such violation results from inadequate supervision or a lack of diligence on the part of the supervisor.

7.6. Supervisors should avoid conduct which would require, or seem to require, any subordinate to engage in conduct which would violate this Code of Business Conduct and Ethics.

7.7. Violations of any Applicable Law or the standards contained in this Code of Business Conduct and Ethics will result in disciplinary action, which may include termination of employment, referral for criminal prosecution, and reimbursement to the Company for any losses arising out of the violation. Any employee who fails to report a violation or deliberately withholds relevant and material information concerning a violation of Applicable Law or this Code of Business Conduct and Ethics will also be subject to disciplinary action.

7.8. No provision of this Code of Business Conduct and Ethics is intended to create any right in favor of any third party, including any stockholder, officer, director, or employee of the Company or any subsidiary thereof, in the event of any violation of any provision hereof.

Appendix B

Code of Ethics for Covered Officers

Introduction

This Code of Ethics has been adopted by the Board of Directors of Graybar Electric Company, Inc., to deter wrongdoing and promote honest and ethical conduct, proper disclosure of financial information in the filings with, or submissions to, the Securities and Exchange Commission, and in other public communications made by the Company, and compliance with applicable laws, rules, and regulations by the Company's principal executive officer, principal financial officer, principal accounting officer and controller.  This Code of Ethics is intended to supplement the Code of Conduct and Ethics (the"Code of Conduct") that is applicable to all employees of the Company.

Applicability

This Code of Ethics is applicable to the principal executive officer, principal financial officer, principal accounting officer and controller (the “Covered Officers”).  References in this Code of Ethics to the Company include its subsidiaries and divisions.

Principles and Practices

In performing his or her duties, each Covered Officer must:

1. Maintain high standards of honest and ethical conduct in all dealings with other employees, customers, and suppliers of the Company and with other third parties, including the Company's independent auditors, on behalf of the Company;
2. Avoid any actual or apparent conflict of interest between personal and professional relationships as defined in the Code of Conduct;
3. Report to the Audit Committee of the Board of Directors any conflict of interest that may arise and any material transaction or relationship that reasonably could be expected to give rise to a conflict;
4. Take reasonable measures to protect the confidentiality of non-public information about the Company or its customers or suppliers and prevent the unauthorized disclosure of such information unless required by applicable law or regulation or legal or regulatory process;
5. Maintain all Company accounting records and reports derived from them in accordance with applicable laws, in a manner that fairly and accurately reflects the transactions or occurrences to which they relate and assures that they fairly and accurately reflect in reasonable detail the Company's assets, liabilities, revenues, and expenses and do not contain any false or intentionally misleading entries.  In this regard, compliance with the Company's system of internal controls is required at all times;
6. Endeavor to assure full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with or submits to the Securities and Exchange Commission and in other public communications made by the Company;
7. Comply and take reasonable action to cause others to comply with applicable governmental laws, rules, and regulations; and
8. Promptly report suspected violations of this Code of Ethics by any Covered Officer to the Audit Committee, which may be done anonymously.

Waiver

Any request for a waiver of any provision of this Code must be in writing and addressed to the Audit Committee.  Any waiver of this Code will be disclosed promptly in accordance with the rules of the Securities and Exchange Commission and any other requirement then in effect.

Compliance and Accountability

The Audit Committee will regularly assess compliance with this Code, report material violations to the Board of Directors, and recommend to the Board appropriate action to assure accountability for violation of this Code by any Covered Officer.

Personal Commitment to the Graybar Code of Ethics

Covered Officers shall review the Graybar Code of Ethics and acknowledge the following by electronic signature.

I understand that failure to observe the terms of the Code of Ethics may result in disciplinary action, including termination of employment, and that a violation of the Code of Ethics may also constitute a violation of law that may result in civil or criminal penalties for me and/or the Company.  I further understand that my agreement to comply with the Code of Ethics does not constitute a contract of employment.