2007


	~~2006~~



	~~Notice of Annual Meeting~~
	~~and Proxy Statement~~

Notice of Annual Meeting

and Proxy Statement

WESCO International, Inc.

225 West Station Square Drive, Suite 700

Pittsburgh, PA ~~15219~~15219-1122

WESCO INTERNATIONAL, INC.

225 West Station Square Drive, Suite 700
Pittsburgh, Pennsylvania15219-1122

~~Pittsburgh, Pennsylvania 15219~~

NOTICE

FOR ~~2006~~2007 ANNUAL MEETING OF STOCKHOLDERS

~~to be held May 17, 2006~~

The Annual Meeting of the Stockholders of WESCO International, Inc. will be held on Wednesday, May 17, 2006, at 2:00 p.m., E.D.T., at Renaissance Toronto Airport Hotel, located at 801 Dixon Road, Toronto, Ontario, Canada M9W 1J5, to consider and take action on the following:


DATE AND TIME		Wednesday, May 23, 2007 at 2:00 p.m., E.D.T.
	1)	~~Election of a class of three~~
PLACE		WESCO International, Inc. Company Headquarters 225 West Station Square Drive Suite 700 Pittsburgh, PA 15219-1122

RECORD DATE		April 9, 2007

ITEMS OF BUSINESS		1. Elect Three Class II Directors for a three-year term expiring in ~~2009;~~

	2)	2010. 2. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2006; and~~

	3)	~~Transaction of~~2007. 3. Transact any other business properly brought before the ~~meeting.~~Annual Meeting.

~~The Board~~

TABLE OF CONTENTS


lProposals for Vote

NOTICE FOR 2007 ANNUAL MEETING OF STOCKHOLDERS
QUESTIONS AND ANSWERS			iii
- Who is entitled to vote at the Annual Meeting?			iii
- What are the Board’s recommendations on how I should vote my shares?			iii
- How do I cast my vote?			iii
- How do I revoke or change my vote?			iii
- What shares are included on the proxy or voting instruction card?			iv
- What does it mean if I get more than one proxy or voting instruction card?			iv
- How are shares that I hold in the Company’s 401(k) Retirement Savings Plan voted?			iv
- How are shares held by a broker, bank or other nominee voted?			iv
- What is a quorum?			iv
- What is the required vote for a proposal to pass?			iv
- Who will count the votes?			iv

PROXY SOLICITATION AND VOTING INFORMATION			1

lITEM 1 — PROPOSAL TO VOTE FOR ELECTION OF DIRECTORS			3

BOARD OF DIRECTORS			3
- Class II — Present Term Expires in 2007			4
- Class III — Present Term Expires in 2008			4
- Class I — Present Term Expires in 2009			4

EXECUTIVE OFFICERS			5

CORPORATE GOVERNANCE			6
- Corporate Governance Guidelines			6
- Director Independence			7
- Compensation Committee Interlocks			8
- Executive Sessions and Presiding Director			8
- Annual Performance Evaluation			8
- Communications with Directors			8
- Director Nominating Procedures			8
- Stock Ownership Guidelines for all Directors and Executives			9
- Succession Strategy			10
- Stockholder Proposals for 2007 Annual Meeting			10

BOARD AND COMMITTEE MEETINGS			10
- Executive Committee			10
- Nominating and Governance Committee			11
- Audit Committee			11
- Compensation Committee			11

SECURITY OWNERSHIP			13
- Section 16(a) Beneficial Ownership Reporting Compliance			14

TRANSACTIONS WITH RELATED PERSONS			14
- Review and Approval of Related Person Transactions			14
- Related Party Transactions			14

COMPENSATION DISCUSSION AND ANALYSIS			15
- Overview			15
- The Company’s Compensation Program			15

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- Base Salaries			16
- Annual Cash Incentive Bonus Awards			17
Annual Incentive Plans			17
Value Acceleration Program			17
- Perquisites			17
- Stock Based Awards			18
- Retirement Savings			19
- Health and Welfare Benefits			19
- Employment Agreements			20
Employment Agreement with the Chief Executive Officer			20
Employment Agreements with the Chief Operating Officer and the Chief Financial Officer			20
- Severance or Change in Control Agreements			20
Severance Agreement with the Chief Executive Officer			20
Severance Agreements with the Chief Operating Officer and the Chief Financial Officer			21
Severance for Vice Presidents			21
- Deductibility of Executive Compensation			21
- Conclusions			22

COMPENSATION COMMITTEE REPORT			22

DIRECTOR COMPENSATION			22

TABLE — DIRECTOR COMPENSATION FOR 2006			24

TABLE — DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END			25

TABLE — SUMMARY COMPENSATION TABLE			26

TABLE — ALL OTHER COMPENSATION FOR 2006			26

TABLE — NONQUALIFIED DEFERRED COMPENSATION			27

TABLE — GRANTS OF PLAN-BASED AWARDS IN 2006			28

TABLE — OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END			29

TABLE — OPTION AWARDS VESTING SCHEDULE			30

TABLE — OPTION EXERCISES AND STOCK VESTED			31

TABLE — POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL: HALEY			32
TABLE — POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL: VAN OSS			34
TABLE — POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL: ENGEL			36
lITEM 2 — PROPOSAL TO VOTE FOR RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			38

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			38
- Appointment of Independent Registered Public Accounting Firm			38
- Independent Registered Public Accounting Firm Fees and Services			38
- Audit Committee Pre-Approval Policies and Procedures			38
- Report of the Audit Committee			39
INDEPENDENCE POLICY			A-1

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QUESTIONS AND ANSWERS


1.	Who is entitled to vote at the Annual Meeting?

If you held shares of WESCO International, Inc. (“WESCO” or the “Company”) Common Stock at the close of business on April 9, 2007, you may vote at the Annual Meeting. On that day, 47,124,704 shares of our Common Stock were outstanding. Each share is entitled to one vote.

In order to vote, ~~via telephone~~you must either designate a proxy to vote on your behalf or ~~over~~attend the ~~Internet.~~Annual Meeting and vote your shares in person. The Board of Directors requests your proxy so that your shares will count toward a quorum and be voted at the meeting.


2.	~~By order of~~What are the Board’s recommendations on how I should vote my shares?

The Board recommends that you vote your shares as follows:

Proposal 1 — FOR the election of all three nominees for Class II Directors with terms expiring at the 2010 Annual Meeting of Stockholders.

Proposal 2 — FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2007.


3.	How do I cast my vote?

There are four different ways you may cast your vote. You may vote by:


•	the Internet, at the address provided on each proxy card;

•	telephone, using the toll-free number listed on each proxy card;

~~MARCY SMOREY-GIGER~~•	marking, signing, dating and mailing each proxy card and returning it in the postage paid envelope provided. If you return your signed proxy card but do not mark the boxes showing how you wish to vote, your shares will be voted “FOR” the election of each of the Class II Director nominees named in this Proxy Statement and “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our Company’s independent registered public accounting firm for the fiscal year ending December 31, 2007; or

•	attending the Annual Meeting and voting your shares in person.

If you are a stockholder of record (that is, your shares are registered directly in your name in the Company’s books and not held though a broker, bank, or other nominee), and you wish to vote electronically through the Internet or by telephone, follow the instructions provided on the proxy card. You will need to use the individual control number that is printed on your proxy card in order to authenticate your ownership.

The deadline for voting by telephone or the Internet is 11:59 p.m., Eastern time, on Tuesday, May 22, 2007.

If your shares are held in “street name” (that is, they are held in the name of a broker, bank or other nominee), or your shares are held in the Company’s 401(k) Retirement Savings Plan, you will receive instructions with your materials that you must follow in order to have your shares voted. For voting procedures for shares held in the Company’s 401(k) Retirement Savings Plan, see Question 7 below.


4.	How do I revoke or change my vote?

You may revoke your proxy or change your vote at any time before it is voted at the Annual Meeting by:


•	notifying the Corporate Secretary at the Company’s headquarters office;

•	transmitting a proxy dated later than your prior proxy either by Internet, telephone, or mail; or

•	attending the Annual Meeting and voting in person by ballot or by proxy (except for shares held in “street name” through a broker, bank, or other nominee, or in the Company’s 401(k) Retirement Savings Plan).

The latest-dated, timely, properly completed proxy that you submit, whether

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by Internet, telephone, or mail, will count as your vote. If a vote has been recorded for your shares and you submit a proxy card that is not properly signed and dated, the previously recorded vote will remain in effect.


5.	What shares are included on the proxy or voting instruction card?

The shares on your proxy card represent those shares registered directly in your name and shares held in the Company’s 401(k) Retirement Savings Plan. If you do not cast your vote, your shares (except those held in the Company’s 401(k) Retirement Savings Plan) will not be voted. See Question 7 for an explanation of the voting procedures for shares in the Company’s 401(k) Retirement Savings Plan.


6.	What does it mean if I get more than one proxy or voting instruction card?

If your shares are registered differently and are in more than one account, you will receive more than one proxy card. Please complete and return all of the proxy cards you receive (or vote by Internet or telephone all of the shares on each of the proxy or cards you receive) in order to ensure that all your shares are voted.


7.	How are the shares that I hold in the Company’s 401(k) Retirement Savings Plan voted?

If you hold WESCO Common Stock in the Company’s 401(k) Retirement Savings Plan, you may tell the plan trustee how to vote the shares of Common Stock allocated to your account. You may either sign and return the voting instruction card provided by the plan or transmit your instructions by the Internet or telephone. If you do not transmit instructions, your plan shares will be voted as the plan administrator directs or as otherwise provided in the plan.


8.	How are shares held by a broker, bank or other nominee voted?

If you hold your shares of WESCO Common Stock in “street name” through a broker, bank, or other nominee account, you are a “beneficial owner” of the shares. In order to vote your shares, you must give voting instructions to your broker, bank or other intermediary who is the “nominee holder” of your shares. The Company asks brokers, banks and other nominee holders to obtain voting instructions from the beneficial owners of shares that are registered in the nominee’s name. Proxies that are transmitted by nominee holders on behalf of beneficial owners will count toward a quorum and will be voted as instructed by the nominee holder.


9.	What is a quorum?

A majority of the outstanding shares, present or represented by a proxy, constitutes a quorum. There must be a quorum for the Annual Meeting to be held. You are part of the quorum if you have voted by Internet, telephone or mail by proxy card. Abstentions, broker non-votes and votes withheld from Director nominees count as “shares present” at the Annual Meeting for purposes of determining a quorum.


10.	What is the required vote for a proposal to pass?

The Director nominees receiving the highest number of votes will be elected to fill the seats on the Board. Only votes “FOR” or “WITHHELD” affect the outcome.

Approval of the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2007, requires the favorable vote of a majority of the votes cast. Abstentions have the effect of a negative vote.


11.	Who will count the votes?

Representatives of our transfer agent, Mellon Investor Services, and two other appointed inspectors of election will certify their examination of the list of stockholders, number of shares held and outstanding as of the record date, and the necessary quorum for transaction of the business for this meeting. These persons will count the votes at the Annual Meeting.

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WESCO INTERNATIONAL, INC.

225 West Station Square Drive, Suite 700
Pittsburgh, Pennsylvania15219-1122

~~Pittsburgh, Pennsylvania 15219~~

PROXY STATEMENT

FOR ~~2006~~
2007 ANNUAL MEETING OF STOCKHOLDERS
to Be Held May 23, 2007

~~to be held May 17, 2006~~

PROXY SOLICITATION AND VOTING INFORMATION

The ~~accompanying proxy is solicited by the~~ Board of Directors ~~(the “Board”)~~ of WESCO International, Inc. ~~(the “Company”) for use~~is soliciting your proxy to vote at ~~the~~our Annual Meeting of ~~the~~ Stockholders ~~(the “Annual Meeting”)~~ to be held on May ~~17, 2006,~~23, 2007, at ~~Renaissance Toronto Airport Hotel,~~the Company headquarters of WESCO International, Inc., located at ~~801 Dixon Road, Toronto, Ontario, Canada,~~225 West Station Square, Suite 700, Pittsburgh, Pennsylvania, at 2:00 p.m., E.D.T., and at any adjournment or postponement ~~thereof.~~ of the meeting. This Proxy Statement is accompanied by our 2006 Annual Report.

Holders of our Common Stock at the close of business on the record date of April 9, 2007, may vote at our Annual Meeting. On the record date, 47,124,704 shares of our Common Stock were outstanding. You are entitled to cast one vote per share on each matter presented for consideration and action at our Annual Meeting. A list of stockholders entitled to vote will be available at the Annual Meeting and during ordinary business hours for 10 days prior to the Annual Meeting at our Company headquarters. Any stockholder of record may examine the list for any legally valid purpose.

The proxies will be voted if properly signed, received by ~~the~~our Corporate Secretary ~~of the Company~~ prior to the close of voting at ~~the~~our Annual Meeting, and not revoked. If no direction is given in the proxy, it will be voted “FOR” the proposals ~~set forth~~presented in this Proxy Statement, including election of the Directors nominated by ~~the~~our Board of Directors and ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting ~~firm. The Company has not received timely notice of any stockholder proposals~~firm for ~~presentation at~~ the ~~Annual Meeting.~~

fiscal year ended December 31, 2007. Alternatively, ~~stockholders~~you may be entitled to vote over the Internet or by telephone. ~~Individual stockholders~~You should check the enclosed proxy card or the information forwarded to ~~them~~you by ~~their~~your bank, broker or other holder of record to see whether these options are available to ~~them.~~you. Action ~~will~~may be taken at the Annual Meeting for ~~the election of Directors, and~~ any other business that properly comes before the meeting, and the proxy holders have the right to and will vote in accordance with their judgment. We have not received notice of any stockholder proposals for presentation at the Annual Meeting.

~~A stockholder who has~~

If you have returned a proxy via mail, telephone or Internet, you may revoke it at any time before it is voted at ~~the~~our Annual Meeting by delivering a revised proxy bearing a later date, by voting by ballot at the Annual Meeting, or by delivering a written notice withdrawing ~~the~~your proxy to ~~the~~our Corporate Secretary ~~of the Company~~ at ~~the~~our address ~~set forth~~provided above.

This Proxy Statement, together with the accompanying proxy card, is first being mailed to stockholders on or about April 17, 2006. The Company’s 2005 Annual Report to Stockholders accompanies this Proxy Statement. The cost of this solicitation of proxies will be borne by the Company.

In addition to soliciting proxies by mail, telephone, and the Internet, ~~the~~our Board of Directors, ~~of the Company,~~ without receiving additional compensation, ~~for this service,~~ may solicit in person. ~~Arrangements also will be made with brokerage~~Brokerage firms and other custodians, nominees, and fiduciaries towill forward proxy soliciting material to the beneficial owners of ~~the~~our Common Stock, ~~par value $.01 per share, of the Company (“Common Stock”)~~ held of record by ~~such persons,~~them, and ~~the Company~~we will reimburse ~~such~~these brokerage firms, custodians, nominees, and fiduciaries for reasonable~~out-of~~out-of-pocket~~-pocket~~ expenses incurred by them in doing so. The cost of this proxy solicitation will consist primarily of printing, legal fees, and postage and handling. We will pay the cost of this solicitation of proxies.

~~Holders~~

To conduct the business of ~~Common Stock at the close of business on April 3, 2006 (the “Record Date”) are entitled to vote at~~ the Annual Meeting, ~~or any adjournment or postponement thereof. On that date 48,173,266 shares of Common Stock were issued and outstanding.~~

we must have a quorum. The presence, in person or by proxy, of stockholders holding at least a majority of the shares of our

Common Stock outstanding will constitute a ~~quorum for the transaction of business at the Annual Meeting.~~quorum. Abstentions and broker non-votes count as shares present for purpose of determining a quorum. ~~Holders of Common Stock are entitled to cast one vote per share on each matter presented for consideration and action at the Annual Meeting.~~ Proxies that are transmitted by nominee holders ~~on behalf of~~for beneficial owners will count toward a quorum and will be voted as instructed by the nominee holder. The election of Directors will be determined by a plurality of the votes cast at ~~such election, and will require~~ the ~~affirmative vote~~election. The ratification of the ~~holders~~appointment of ~~a majority of the votes present at the meeting. The ratification of~~PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2007, will ~~be determined~~require affirmative votes by a majority of the votes present at the meeting.

Only votes “FOR” or “WITHHELD” affect the outcome of the election of ~~Directors, and abstentions are not counted for purposes of the election of~~ Directors. With respect to the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2007, abstentions have the effect of a negative vote.

A broker non-vote occurs when a broker, bank or other nominee holder does not vote on a particular item because the nominee holder does not have discretionary authority to vote on that item and has not received instructions from the beneficial owner of the shares. Broker non-votes will not affect the outcome of any of the matters scheduled to be voted upon at the Annual Meeting, and they are not counted as shares voting with respect to any matter on which the broker has not voted expressly.

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~~PROPOSALS REQUIRING YOUR VOTE~~

~~ITEM~~Item 1 — ~~BOARD OF DIRECTORS AND ELECTION OF DIRECTORS~~Proposal to Vote For Election of Directors

~~During 2005,~~

Our Board unanimously recommends a vote FOR the ~~Board consisted~~election of ~~nine members, divided into~~all three classes. Effective January 1, 2006, the Board was expanded to eleven members with Steven A. Raymund and Lynn M. Utter being appointed as Class I Directors. The terms of office of the three classes of Directors (Class I,nominees for Class II ~~and Class III) end in successive years. The current term of the Class I~~ Directors ~~expires this year, and their successors are to be elected~~with terms expiring at the 2010 Annual Meeting ~~for a three-year term expiring in 2009. The terms~~ of ~~the~~Stockholders. Class II Director nominees are Sandra Beach Lin, Robert J. Tarr, Jr. and ~~Class III Directors~~Kenneth L. Way.

If you return your signed proxy card but do not ~~expire until 2007 and 2008, respectively.~~

~~Effective May 17, 2006, Class I Directors, Michael J. Cheshire and James A. Stern will retire from~~indicate on the Board and accordingly will not stand for re-election. The Board has nominated Steven A. Raymund, Lynn M. Utter and William J. Vareschi for election as Class I Directors. Mr. Vareschi was previously elected as a member of the Board. A third party executive search firm identified multiple Director candidates and following a comprehensive process, Mr. Raymund and Ms. Utter were recommended for appointmentproxy card how you wish to ~~the Board and were subsequently appointed to the Board on December 8, 2005, effective January 1, 2006. The accompanying proxy~~vote, your shares will be voted for the election of Ms. ~~Utter~~Beach Lin and Messrs. ~~Raymund~~Tarr and ~~Vareschi,~~Way, unless authority to vote for one or more of the nominees is withheld. In the event that any of the nominees is unable or unwilling to serve as a Director for any reason, ~~(which is not anticipated),~~ the proxy will be voted for the election of any substitute nominee designated by ~~the~~our Board.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR
THE ELECTION OF EACH OF THE CLASS II DIRECTOR NOMINEES.

BOARD OF DIRECTORS

From January to May 2006, our Board consisted of 11 members divided into three classes. Steven A. Raymund and Lynn M. Utter were appointed as Class I Directors as of January 1, 2006. Effective May 17, 2006, Class I Directors, Michael J. Cheshire and James A. Stern, retired from our Board and did not stand for re-election, and the Board was reduced to nine members. The ~~Board unanimously recommends~~recently appointed Directors, Mr. Raymund and Ms. Utter, were presented to our stockholders for confirmation at the May 2006 Annual Meeting.

The terms of office of the three classes of Directors (Class I, Class II, and Class III) end in successive years. The current term of the Class II Directors expires this year, and their successors are to be elected at the Annual Meeting for a ~~vote “FOR” the election of each~~three-year term expiring in 2010. The terms of the Class I and Class III Directors do not expire until 2009 and 2008, respectively.

Currently, the Board has nine Directors and is divided into three classes serving staggered, three-year terms. Should all nominees be elected as indicated in the proposal above, the following is the complete list of individuals which will comprise our Company’s Board of Directors following the Annual Meeting. The following chart includes the Directors’ ages, the year they began service as a Director, ~~nominees.~~and current committee assignments.

~~Class I Directors — Present Term Expires in 2006~~


			Director
Name	Age		Since		Committee Appointment

Sandra Beach Lin		49		2002	Audit, Nominating and Governance

Roy W. Haley		60		1994	Executive
George L. Miles, Jr.		65		2000	Nominating and Governance*

Steven A. Raymund		51		2006	Audit, Executive
James L. Singleton		51		1998	Compensation, Executive*

Robert J. Tarr, Jr.		63		1998	Audit*, Nominating and Governance
Lynn M. Utter		44		2006	Compensation, Nominating and Governance

William J. Vareschi		64		2002	Audit, Executive
Kenneth L. Way **		67		1998	Compensation*


*	Chairman of the Committee

~~Steven A. Raymund~~ ~~Age: 50~~ **	Presiding Director ~~since 2006~~	Mr. Raymund has been Chief Executive Officer of Tech Data Corporation since 1986, and in 1991 was appointed Chairman of the Board of Directors. He serves as a member of the Board of Directors and Chairman of the audit committee for Jabil Circuit, Inc., and is on the executive committee of the Global Technology Distribution Council (GTDC). He is a Director for the Alliance for Excellent Education, a non-profit organization based in Washington D.C., and also serves on Georgetown University’s Board of Visitors, an advisory body for the School of Foreign Service. Mr. Raymund is a member of the Moffitt Cancer Center’s Board of Advisors.
~~Lynn M. Utter~~ ~~Age: 43~~ ~~Director since 2006~~	Ms. Utter joined Coors Brewing Company in 1997 and is currently Chief Strategy Officer. She also serves on Boards of Managers for Coors’ Container operation. Ms. Utter’s previous experience includes six years with Frito-Lay, where she held a variety of leadership positions in sales, distribution and planning. She is Chairperson of The University of Texas’ McComb School of Business Administration Dean’s Advisory Council.

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Paper Back Recycling of America, Inc. He also held various management positions with Reliance Electric Corporation. Mr. Van Oss is also a director of Williams Scotsman International, Inc. and a member of its audit committee. Additionally, he is a trustee of Robert Morris University and serves on the audit, finance and development committees.

Daniel A. Brailerhas been Vice President, Treasurer, Legal and Investor Relations since May 2006 and previously was Treasurer and Director of Investor Relations since March 1999. From 1982 until 1999, Mr. Brailer held various positions at Mellon Financial Corporation, most recently as Senior Vice President.

William E. Cenkhas been Vice President, Operations since April 2006. Mr. Cenk served as the Director of Marketing for us from 2000 to 2006. In addition, Mr. Cenk served in various leadership positions for our National Accounts and Marketing groups from 1994 through 1999.

~~The Audit Committee~~

William M. Goodwinhas been Vice President, Operations since March 1994. From 1987 to 1994 Mr. Goodwin served as a branch, district and region manager in various locations and also served as Managing Director of WESCOSA, a former Westinghouse-affiliated manufacturing and distribution business in Saudi Arabia.

Steven J. Riordanhas been Vice President, Operations since November 2006. From 1996 until 2006, Mr. Riordan was Chief Executive Officer and President of Communications Supply Holdings, Inc., a fully integrated national distributor of network infrastructure products that we acquired in November 2006.

Robert B. Rosenbaumhas been Vice President, Operations since September 1998. From 1982 until 1998, Mr. Rosenbaum was the President of the ~~Board~~ Bruckner Supply Company, Inc., an integrated supply company that we acquired in September 1998.

Donald H. Thimjonhas ~~selected PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”)~~been Vice President, Operations since March 1994. Mr. Thimjon served as ~~the Company’s independent registered public accounting firm~~Vice President, Utility Group for ~~the fiscal year ending December 31, 2006. The Company is submitting the selection~~us from 1991 to 1994 and as Regional Manager from 1980 to 1991.

Ronald P. Van, Jr. has been Vice President, Operations since October 1998. Mr. Van was a Vice President and Controller of the independent registered public accounting firm for stockholder ratification at the Annual Meeting. Although ratification of this selection is not legally required, the Board believes it is appropriate for our stockholdersEESCO, an electrical distributor that we acquired in 1996.

Marcy Smorey-Gigerhas been Corporate Counsel and Secretary since May 2004. From 2002 until 2004, Ms. Smorey-Giger served as Corporate Attorney and Manager, Compliance Programs. From 1999 to ratify such action. In the event that the stockholders do not ratify the selection of PricewaterhouseCoopers as the Company’s independent registered public accounting firm, the Audit Committee may reconsider its selection.2002, Ms. Smorey-Giger was Compliance and Legal Affairs Manager.

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CORPORATE GOVERNANCE

~~The~~

Our Board, management and employees are committed to employing sound, ethical corporate governance and business practices. ~~The Company has updated its~~We have corporate governance practices ~~in accordance~~that comply with the New York Stock Exchange ~~(“NYSE”)~~(NYSE) listed company standards. ~~The Company’s~~Our major corporate governance documents can be accessed on ~~the Company’s~~our website atwww.wesco.com/governance. ~~The following is~~You may request a ~~summary~~copy of our ~~current corporate governance practices.~~

~~Director Independence~~

~~Pursuant to the requirements of the NYSE, the Board has adopted~~ Corporate Governance Guidelines, ~~that meet or exceed the independence standards~~Committee charters, Code of ~~the NYSE. Also, as part~~Business Ethics and Conduct, Senior Financial Executive Code of the Company’s Corporate Governance Guidelines, the Board has adopted categorical standards to assist it in evaluating the independence of each of its directors. The categorical standards are intended to assist the Board in determining whether or not certain relationships between its directorsBusiness Ethics and the Company or its subsidiaries (either directly or indirectly as a partner, shareholder, officer, director, trustee or employee of an organization that has a relationship with the Company) are “material relationships” for purposes of the NYSE independence standards. The categorical standards establish thresholdsConduct and related documents at ~~which such relationships are deemed to be not material. The Company’s Governance Guidelines are available on its website atwww.wesco.com/governance. A copy may also be obtained upon request~~no charge by writing to WESCO International, Inc., ~~Suite 700,~~ 225 West Station Square Drive, Suite 700, Pittsburgh, Pennsylvania, ~~15219,~~15219-1122, Attention: ~~Director of Internal Audit. In addition, the categorical standards adopted to evaluate the independence of the Company’s Directors are attached as Appendix A to this Proxy Statement.~~Corporate Secretary.

In December, at the time Mr. Raymund and Ms. Utter were appointed, the independence of each director was reviewed, applying the independence standards set forth in the Company’s Governance Policies. The review considered relationships and transactions between each Director and his or her immediate family and affiliates and its management and the Company’s independent registered public accounting firm.

Based on this review, the Board affirmatively determined that the following Directors have no material relationships with the Company and its subsidiaries and are independent as defined in the Company’s Governance Policies and the listing standards of the NYSE: Ms. Beach Lin, Mr. Cheshire, Mr. Miles, Mr. Raymund, Mr. Singleton, Mr. Stern, Mr. Tarr, Ms. Utter, Mr. Vareschi and Mr. Way. Mr. Haley is considered an inside Director because of his employment as Chief Executive Officer of the Company.

Corporate Governance Guidelines

~~The Company has adopted a set of~~

Our Corporate Governance Guidelines to assist members of ~~the~~our Board in fully understanding and effectively implementing their responsibilities while assuring ~~the Company’s~~our on-going commitment to high standards of corporate conduct and compliance. The Guidelines are reviewed and revised from time to time in response to changing regulatory requirements and identification

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of best ~~practices and are revised accordingly.~~practices. The Guidelines address the following key topics:


	•	Director Qualifications;

	•	Significant Changes in Job Responsibilities of Directors;

	•	Elected Term;

	•	Director Responsibilities;

	•	Committees of the Board;

	•	Meetings in Executive Session;

	•	Director Access to Officers and Employees;

	•	Director Compensation;

	•	Succession Strategy;

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•	Director Orientation and Continuing Education;

	•	Evaluation of the Chief Executive Officer; and

	•	Annual Performance Evaluation.

~~The full text of the Corporate Governance Guidelines is available on the Company’s corporate governance website atwww.wesco.com./governance~~ ~~and is also available in print for any requesting stockholder.~~

~~The Company has~~We have adopted a Code of Business Ethics and Conduct, ~~(the “Code”) that~~referred to as the Code, which applies to all of ~~its~~our employees. The Code covers all areas of professional conduct, including customer relations, conflicts of interest, insider trading, and financial disclosure, as well as requiring strict adherence to all laws and regulations applicable to our business. Employees and Directors are required to annually sign the ~~Company’s Code annually.~~Code. Employees are required to report any violations or suspected violations of the Code to their supervisors or by using ~~the Company’s~~our ethics toll-free hotline. The full text of the Code is available on the ~~Company’s~~ corporate governance section of our website atwww.wesco.com/governance ~~and is~~.

We also ~~available in print for any requesting stockholder.~~

~~The Company also has~~have adopted a Senior Financial Executive Code of Business Ethics and Conduct, ~~(the “Senior~~referred to as the Senior Financial Executive ~~Code”),~~Code, which applies to ~~the Company’s~~our Chief Executive Officer, Chief Financial Officer ~~principal accounting officer~~ and Corporate Controller and ~~which~~ is signed by ~~such~~these officers on an annual basis. The full text of the Senior Financial Executive Code is available on the ~~Company’s~~ corporate governance section of our website atwww.wesco.com/governance ~~and is also available in print for any requesting stockholder. The Company~~. We will disclose future amendments to, or waivers from, the Senior Financial Executive Code on ~~its~~the corporate governance section of our website within four business days of ~~the~~any amendment or waiver.

~~Stock Ownership~~Director Independence

Our Board has adopted Corporate Governance Guidelines ~~for all~~that meet or exceed the independence standards of the NYSE. Also, as part of our Corporate Governance Guidelines, our Board has adopted categorical standards to assist it in evaluating the independence of each of its Directors. The categorical standards are intended to assist our Board in determining whether or not certain direct or indirect relationships between its Directors and ~~Executives~~our Company or its subsidiaries are “material relationships” for purposes of the NYSE independence standards. The categorical standards establish thresholds at which any relationships are deemed to be not material. In addition, the categorical standards adopted to evaluate the independence of our Directors are attached as Appendix A to this Proxy Statement.

In February 2007 the independence of each Director was reviewed, applying the independence standards set forth in our Governance Policies. The review considered relationships and transactions between each Director and his or her immediate family and affiliates and its management and our independent registered public accounting firm.

Based on this review, our Board affirmatively determined that the following Directors have no relationships with our Company other than as disclosed in this Proxy Statement and are independent as defined in our categorical standards and the independence standards of the NYSE: Ms. Beach Lin, Mr. Miles, Mr. Raymund, Mr. Singleton, Mr. Tarr, Ms. Utter, Mr. Vareschi and Mr. Way. Mr. Raymund’s relationship described under

7

“Transactions with Related Persons — Related Party Transactions” was determined by our Board to be immaterial because Mr. Raymund does not receive any direct material benefits from Tech Data Corporation’s purchases from us. Mr. Haley is considered an inside Director because of his employment as our Chief Executive Officer (CEO). Additionally, former Directors, Mr. Stern and Mr. Cheshire, who retired in May 2006, were also independent during their service according to the same standards as our current Directors.

Compensation Committee Interlocks

~~In 2004,~~

None of our executive officers serve as an executive officer of, or as a member of, the ~~Board adopted stock ownership guidelines for all Directors and certain~~compensation committee of any public company that has an executive ~~officers. According to the stock ownership guidelines, Directors are expected to achieve within three years of initial election to the Board, and to thereafter maintain while~~officer, Director or other designee serving as a ~~Director, beneficial ownership~~member of an amount of Company equity equal in fair market value to at least two-times their annual retainer. Also, in accordance with the stock ownership guidelines, the Company’s Chief Executive Officer and each Vice President are expected to achieve within three years of initial appointment to their respective positions, and to thereafter maintain while serving as in such positions, beneficial ownership of an amount of Company equity equal in fair market value to at least four-times and two-times their annual salary, respectively.our Board.

Executive ~~Sessions;~~Sessions and Presiding Director

~~The~~

During 2006, the non-management members of our Board met in executive session at the ~~Board hold~~conclusion of each regularly scheduled ~~meetings in executive session. The Company’s~~Board of Director’s meeting. From January 1, 2006 through February 7, 2006, Mr. Singleton served as Presiding Director, and effective February 8, 2006, our independent Directors designated Mr. ~~Singleton to preside over such executive sessions through February 7, 2006. Effective February 8, 2006, the Board appointed Mr.~~ Way as Presiding ~~Director.~~Director over these executive sessions. The Presiding Director has broad authority to call and conduct meetings of the independent Directors. He is also responsible for planning and conducting the annual evaluation of Board performance and effectiveness. During 2005, the Board met in executive session to assess and evaluate its activities, effectiveness, and performance. The non-management independent Directors met in executive session at each Board meeting held in person.

Annual Performance Evaluation

~~The~~

Our Board and each of ~~the~~our Audit, Compensation ~~Executive~~ and Nominating and Governance Committees conducted an annual self-evaluation during January and February ~~2006~~2007 as ~~contemplated~~required by ~~the Company’s~~our Corporate Governance Guidelines and the charters of our Board ~~committees.~~Committees. The non-management Board of Directors met in executive session in February 2007 to discuss self-evaluations and Board and Committee effectiveness.

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~~Stockholder~~ Communications with Directors

~~The~~

Our Board has established a process to receive communications from stockholders and other interested ~~parties. Stockholders~~parties, and ~~other interested parties~~they may communicate with the Chairman of ~~the~~our Audit Committee, Mr. Tarr, or the Presiding Director, Mr. Way, and other non-management members of ~~the~~our Board by confidentiale-mail. The applicablee-mail addresses are accessible in the corporate governance section of ~~the Company’s~~our website atwww.wesco.com/governance under the caption “Contact Our Board.” ~~The~~Our Director of Internal Audit will review all ~~such~~of these communications on a timely basis and will forward all ~~such~~of these communications, other than solicitations, invitations, or advertisements, to the appropriate Board member on a monthly basis. All communications will be made available to ~~the~~our Board on an immediate basis ~~upon request~~if requested by any member of ~~the~~our Board. Stockholders who wish to communicate with ~~the~~our Board in writing via regular mail should send ~~such~~ correspondence to: WESCO International, Inc., ~~Suite 700,~~ 225 West Station Square Drive, Suite 700, Pittsburgh, Pennsylvania, ~~15219,~~15219-1122, Attention: Director of Internal Audit. Any ~~such~~ hard-copy communications received in this manner will be reviewed by the Director of Internal Audit and forwarded to ~~the~~our Board on the same basis as electronic communications.

~~In addition, it is the Company’s expectation that each member of the~~

Our Board members routinely attend ~~the~~our Annual Meeting of ~~the Company’s stockholders, thereby providing~~stockholders. This provides you with additional opportunities for ~~stockholder access. All then-sitting~~personal access to our Board. Eight of eleven members of ~~the~~our Board were present at ~~the Company’s 2005~~our 2006 Annual ~~Meeting except for George L. Miles, Jr. and Robert J. Tarr, Jr.~~Meeting.

Director Nominating ~~and Governance Committee~~Procedures

~~In addition to identifying and nominating candidates for election or appointment to the Board, the~~

Our Nominating and Governance Committee, is responsible for reviewing and making recommendations to the Board with respect to the corporate governance policies and practices of the Company. The Nominating and Governance Committee operates under a separate charter, which is available on the Company’s corporate governance website at~~www.wesco.com/governance~~ ~~and is also available in print for any requesting stockholder.~~

~~During 2005, the Committee recommended and the Board approved the following addition to the Company’s Corporate Governance Guidelines:~~


	~~Succession Strategy~~: The Chief Executive Officer shall periodically discuss with the Board succession strategy planning for certain senior officers of the Company assessing senior managers and their potential to succeed the Chief Executive Officer and other senior management positions.

~~The Company’s corporate governance practices have been reviewed, documented, and made available for public access. Recognizing the value of periodic reevaluations,~~ as ~~appropriate or~~ necessary, ~~the Committee and the Board will conduct an orderly assessment of a broad range of corporate governance matters to determine whether any changes are warranted.~~

~~Director Nominating Procedures~~

~~The Nominating and Governance Committee will, from time to time, seek~~seeks to identify potential candidates for nomination as Director and will consider potential candidates identified through professional executive search arrangements, as well as

8

referrals or recommendations by members of ~~the~~our Board, by our management, ~~of the Company,~~ or by ~~stockholders of the Company. The~~you, our stockholders. Our Nominating and Governance Committee has the sole authority to retain, ~~approve the fees and retention~~on terms ~~of and terminate~~satisfactory to it, any search firm to be used to identify Director candidates. ~~The~~Our Nominating and Governance Committee has previously retained an executive search firm to assist in identifying qualified Board member candidates.

In considering candidates submitted by you, our stockholders, ~~of the Company, the~~our Nominating and Governance Committee will take into consideration the needs of ~~the~~our Board along with candidates’ qualifications. To have a

8

candidate considered by the Committee, ~~a stockholder~~you must submit the recommendation in writing and must include the following information:


	•	The name and address of the proposed candidate;

	•	The proposed candidate’s resume or a listing of his or her qualifications to be a Director ~~of the Company;~~on our Board;

	•	A description of what would make ~~such person~~the proposed candidate a good addition to ~~the~~our Board;

	•	A description of any relationship that could affect ~~such person’s qualifying~~the proposed candidate’s ability to quantify as an independent Director, including identifying all other public company ~~Board~~board and committee memberships;

	•	A confirmation of ~~such person’s~~the proposed candidate’s willingness to serve as a Director if selected by ~~the~~our Nominating and Governance Committee;

	•	Any information about the proposed candidate that, under the federal proxy rules, would be required to be included in ~~the Company’s~~our Proxy Statement if ~~such person~~the proposed candidate were a nominee; and

	•	The name of the stockholder submitting ~~the name of~~ the proposed candidate, together with information as to the number of shares owned and the length of time of ownership.

~~The stockholder recommendation and~~

You should send the information described above ~~must be sent~~ to: WESCO International, Inc., ~~Suite 700,~~ 225 West Station Square Drive, Suite 700, Pittsburgh, Pennsylvania, ~~15219,~~15219-1122, Attention: Corporate ~~Secretary and, in order to~~Secretary. To allow for timely consideration, recommendations must be received not less than ~~120~~90 days prior to the first anniversary of the date of ~~the Proxy Statement for the Company’s~~our most recent Annual Meeting. In addition, the Company may request additional information regarding any proposed candidates.

Once a person has been identified by ~~the~~our Nominating and Governance Committee as a potential candidate, the Committee may collect and review publicly available information to assess whether the person should be considered further. Generally, if the candidate expresses a willingness to be considered to serve on ~~the~~our Board, ~~the~~our Nominating and Governance Committee will conduct a thorough ~~process~~assessment of ~~determining and assessing~~ the candidate’s qualifications and accomplishments. ~~The~~Our Nominating and Governance Committee follows the same evaluation process ~~with regard to~~for candidates identified by the Committee and any candidate who is recommended by our stockholders.

~~MEETINGS AND COMMITTEES OF THE BOARD~~Stock Ownership Guidelines for all Directors and Executives

In 2004, our Board adopted stock ownership guidelines for all Directors and certain executive officers. Our Directors are expected to maintain beneficial ownership of an amount of equity in our Company equal in fair market value to at least two-times their annual retainer. They have three years from initial election to our Board to achieve this objective. Also, our Chief Executive Officer and each Senior Vice President and Vice President are expected to maintain, while serving in these positions, beneficial ownership of an amount of equity in our Company equal in fair market value to at least four-times and two-times their annual salary, respectively. They have three years from initial appointment to their positions to achieve this objective.

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As of December 31, 2006, each of the named executive officers owned our Common Stock valued at more than three times their annual base salary, and Mr. Haley owned our Common Stock valued at more than seventy times his annual base salary.

Succession Strategy

The Chief Executive Officer periodically discusses with our Board the subject of CEO and executive officer succession. The Board continually evaluates certain senior officers of our Company assessing their potential to succeed the Chief Executive Officer and their potential contributions for other senior management positions.

Stockholder Proposals For 2007 Annual Meeting

No stockholder proposals were submitted for consideration by our Board for the 2007 Annual Meeting.Rule 14a-8 of the Exchange Act contains the procedures for including certain stockholder proposals in our Proxy Statement and related materials. Under those rules, the deadline for submitting a stockholder proposal for our 2008 Annual Meeting is 120 days prior to the first anniversary of the mailing of this Proxy Statement, or December 24, 2008. For any stockholder proposal received by us no later than 45 days prior to the first anniversary date of the mailing of this Proxy Statement, or March 8, 2008, we may be required to include certain limited information concerning that proposal in our Proxy Statement so that proxies solicited for the 2008 Annual Meeting may confer discretionary authority to vote on that matter. Any stockholder proposals should be addressed to our Corporate Secretary, 225 West Station Square Drive, Suite 700, Pittsburgh, Pennsylvania,15219-1122.

BOARD AND COMMITTEE MEETINGS

Our Board has four standing committees: an Executive Committee, a Nominating and Governance Committee, an Audit Committee, and a Compensation Committee. The full Board held ~~six~~five meetings in ~~2005. Each~~2006. In accordance with Board service appointments, each Director attended 75% or more of the aggregate number of meetings of the full Board held in ~~2005,~~2006, with the exception of Mr. Tarr who was unavailable to attend ~~two~~three meetings. ~~Each~~In accordance with Committee service appointments, each Director attended 75% or more of the meetings held by any committee of ~~the~~our Board on which she or he served, with the exception of Ms. Beach Lin and Mr. ~~Way~~Tarr who ~~was~~were both unavailable to attend ~~two~~one of the three Nominating and Governance Committee meetings.

Executive Committee

~~The~~

Effective January 1, 2006 to February 7, 2006, the Executive Committee ~~during 2005~~ consisted of Messrs. Cheshire, Haley, Singleton and Stern, with Mr. Singleton serving as ~~Chairman.~~Chairman of the Committee. Due to the appointment of new Directors and the retirements of Mr. Cheshire and Mr. Stern in May 2006, the Committee memberships were reappointed. Effective February 8, 2006 to May 17, 2006, the ~~Executive~~ Committee consists of Messrs. Cheshire, Haley, Raymund, Singleton, Stern, and Vareschi, with Mr. Singleton continuing to serve as Chairman of the Committee. Effective May 17, 2006 to present, the Committee consists of Messrs. Haley, Raymund, Singleton, and Vareschi, with Mr. Singleton serving as ~~Chairman.~~the Chairman of the Committee. At all times, with the exception of Mr. Haley, all Committee members are independent Directors according to the independence standards of the NYSE. The Committee may exercise all the powers and authority of the Directors in the management of the business and affairs of ~~the~~our Company and has been delegated authority to exercise the powers of ~~the~~our Board ~~during intervals~~ between Board meetings. Our Executive Committee held three meetings in 2006. The Executive Committee operates under a separate charter, which

10

is available on the ~~Company’s~~ corporate governance section of our website atwww.wesco.com/governance. ~~The Executive Committee held three meetings in 2005.~~

9

Nominating and Governance Committee

~~The~~

Our Nominating and Governance Committee ~~of the Company~~ is composed of four Directors who are ~~“independent”~~independent under NYSE standards and ~~the Company’s~~our categorical Board independence standards, ~~which are set forth~~ in ~~the Company’s~~our Corporate Governance Guidelines. ~~During 2005,~~Effective January 1, 2006 to February 7, 2006, the Committee consisted of Ms. Beach Lin and Messrs. Miles, Singleton, and Way, with Mr. Miles serving as ~~Chairman.~~Chairman of the Committee. Due to the appointment of new Directors in 2006, the Committee membership was reappointed. Effective February 8, 2006 to present, the Committee consists of ~~Mses.~~Messes. Beach Lin and Utter and Messrs. Miles and Tarr, with Mr. Miles ~~serving~~continuing to serve as ~~Chairman.~~Chairman of the Committee. At all times, all Committee members are independent Directors according to the independence standards of the NYSE. The Committee is responsible for identifying and nominating candidates for election or appointment to ~~the Board.~~our Board and determining compensation for Directors. It is also the responsibility of ~~the~~our Nominating and Governance Committee to review and make recommendations to ~~the~~our Board with respect to ~~the~~our corporate governance policies and practices ~~of the Company~~ and to develop and recommend to ~~the~~our Board a set of corporate governance ~~principles applicable to the Company. The~~principles. Our corporate governance practices have been reviewed, documented, and made available for public access. Our Nominating and Governance Committee held three meetings in 2006. Our Nominating and Governance Committee operates under a separate charter, which is available on the ~~Company’s~~ corporate governance section of our website atwww.wesco.com/governance. The principal activities of the Committee in 2005 involved the identification and nomination of candidates for appointment as Directors and the development of new or revised corporate governance practices. The Nominating and Governance Committee held three meetings in 2005.

Audit Committee

~~The~~

Effective January 1, 2006 to February 7, 2006, the Audit Committee ~~during 2005~~ consisted of Ms. Beach Lin and Messrs. Tarr and Vareschi, with Mr. Tarr serving as ~~Chairman. Mr. Cheshire also served on~~Chairman of the Committee. Due to the appointment of new Directors in 2006, the Committee ~~until September 7, 2005.~~ membership was reappointed.

Effective February 8, 2006 to present, the Committee consists of Ms. Beach Lin and Messrs. Tarr, Raymund ~~Tarr~~ and Vareschi, with Mr. Tarr serving as ~~Chairman. All~~Chairman of the Committee. At all times, all Committee members are independent Directors ~~in accordance with~~according to the independence standards of the NYSE. ~~The~~Our Board has determined that Mr. Tarr is an Audit Committee Financial Expert, as defined under ~~Item 401 of~~applicable SEC ~~Regulation~~ ~~S-K,~~ and that Mr. Tarr is independent according to the director independence standards of the NYSE. The Audit Committee operates under a written charter, which is available on the Company’s corporate governance website at~~www.wesco.com/governance~~.

~~The~~regulations. Our Audit Committee is responsible for: (a) appointing the independent registered public accounting firm to perform an integrated audit of ~~the Company’s~~our financial statements and to perform services related to the audit; (b) reviewing the scope and results of the audit with the independent registered public accounting firm; (c) reviewing with management ~~the Company’s~~our year-end operating results; (d) considering the adequacy of ~~the~~our internal accounting and control ~~procedures of the Company;~~procedures; (e) reviewing the Annual Report onForm 10-K; and (f) reviewing ~~the~~any non-audit services to be performed by the independent registered public accounting firm ~~if any,~~ and ~~considering~~ the potential effect ~~of such performance~~ on the registered public accounting firm’s independence. ~~The~~Our Audit Committee held ~~six~~seven meetings in ~~2005 and has furnished the following report:~~


	*~~Report of the Audit Committee~~*

~~Management of the Company has the primary responsibility for the financial statements and the reporting process including the system of internal controls. The~~2006. Our Audit Committee operates under a written charter, which is ~~responsible for reviewing the Company’s financial reporting process.~~

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Company’s financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee reviewed and discussed the Company’s audited financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards AU § 380).

In addition, the Committee has discussed with its independent registered public accounting firm, the independent registered public accounting firm’s independence from the Company and its management, including the matters in the written disclosures pursuant to Rule 3600T of the Public Company Accounting Oversight Board, which adopts on an interim basis Independence Standards Board (ISB) standard No. 1.

10

The Committee discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plan for their respective audits. The Committee meets with the internal auditors and independent registered public accounting firm, with and without management present, to discuss the results of their audits including, their audit of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

~~In reliance~~available on the ~~reviews and discussions referred to above, the Committee recommended to the Board (and the Board has approved) that the audited financial statements be included in the Annual Report on Form~~ ~~10-K~~ ~~for the year ended December 31, 2005, for filing with the Securities and Exchange Commission. The Committee and the Board also appointed the selection~~corporate governance section of ~~the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, for the year 2006.~~our website atwww.wesco.com/governance.

~~Respectfully Submitted:~~

~~The Audit Committee~~

~~Robert J. Tarr, Jr.,~~~~Chairman~~

~~Sandra Beach Lin~~

~~Steven A. Raymund~~

~~William J. Vareschi~~


	*~~Relationship with Independent Registered Public Accounting Firm~~*

~~Aggregate fees for professional services rendered for the Company by PricewaterhouseCoopers for the years ended December 31, 2005 and 2004 were as follows:~~

2005 2004

Audit fees $ 1,645,000 $ 1,407,000
Audit-related fees 33,000 32,000
Tax fees 461,000 522,000
All other fees 2,400 —

$ 2,141,400 $ 1,961,000

The audit fees for the years ended December 31, 2005 and 2004, respectively, were for professional services rendered for the audits of the consolidated financial statements of the Company, reviews of the Company’s quarterly consolidated financial statements and statutory audits. The fees for the year ended December 31, 2005 and 2004 include fees related to the Company’s compliance with Section 404 of the Sarbanes-Oxley Act.

The audit-related fees for the years ended December 31, 2005 and 2004, in each case, were for assurance and related services related to employee benefit plan audits, accounting consultations and attest services.

~~Tax fees for the years ended December 31, 2005 and 2004, respectively, were for services related to tax planning and compliance.~~

All other fees for the year ended December 31, 2005, were for software licensing fees. During the years ended December 31, 2005 and 2004, there were no services rendered by PricewaterhouseCoopers, except as described above.


	*~~Audit Committee Pre-approval Policies and Procedures~~*

The Company’s Audit Committee has the sole authority to pre-approve, and has policies and procedures that require the pre-approval by the Audit Committee of all fees paid to, and all services performed by, the Company’s independent registered public accounting firm. At the beginning of each year, the Audit Committee approves the proposed services, including the nature, type and scope of services contemplated and the related fees to be rendered by the firm during the year. In addition, Audit Committee pre-approval is also required for those engagements that may arise during the course of the year that are outside the scope of the

11

initial services and fees pre-approved by the Audit Committee. During 2005 and 2004, all of the audit and non-audit services provided by PricewaterhouseCoopers were pre-approved by the Audit Committee.


	*~~Appointment of Independent Registered Public Accounting Firm~~*

~~The Audit Committee has appointed PricewaterhouseCoopers as the Company’s independent registered public accounting firm to audit the 2006 financial statements.~~

Compensation Committee

~~In 2005,~~

Effective January 1, 2006 to February 7, 2006, the ~~Compensation~~ Committee consisted of Messrs. Singleton, Stern, Tarr and Way, ~~all of whom are independent Directors according to the recently revised independence standards of the NYSE.~~with Mr. Stern ~~served~~serving as Chairman of the Committee. Due to the appointment of new Directors and Mr. Stern’s retirement in May 2006, the Committee memberships were reappointed. Effective February 8, 2006 to May 17, 2006, the Committee ~~consists~~consisted of ~~Ms. Utter and~~ Messrs. Way, Singleton and Stern and Ms. Utter, with Mr. Way serving as Chairman of the Committee. ~~All~~Effective May 17, 2006 to present, the Committee

11

consists of Messrs. Singleton and Way and Ms. Utter, with Mr. Way serving as Chairman of the Committee. At all times, all Committee members are independent Directors ~~in accordance with~~according to the independence standards of the NYSE. ~~The~~Our Compensation Committee is responsible for the review, recommendation and approval of compensation arrangements for ~~Directors and~~ executive officers, for the approval of such arrangements for other senior level employees, and for the administration of certain benefit and compensation plans and arrangements of the Company. In 2006, our Compensation Committee held three meetings. The Committee operates under a separate charter setting forth its duties and responsibilities, which is available on the ~~Company’s~~ corporate governance section of our website atwww.wesco.com/governance ~~and is also available in print for any requesting stockholder. The Compensation Committee held three meetings in 2005.~~


	*~~Compensation of Directors~~*

~~Members of the Board who are also employees of the Company do not receive cash compensation for their services as Directors.~~

Effective January 1, 2000, the Company established the Deferred Compensation Plan for Non-Employee Directors under which non-employee Directors can elect to defer 25% or more of the annual Directors’ fee. Amounts deferred under this arrangement are, on the deferral date, converted into stock units (common stock equivalents), which will be credited via book entry to an account in the Director’s name. For purposes of determining the number of stock units to be credited to a Director for a particular year, the average of the high and low trading prices of the Common Stock on the first trading day in January of that year will be used. Distribution of deferred stock units will be made in a lump sum or in installments, in the form of shares of Common Stock, in accordance with the distribution schedule selected by the Director at the time the deferral election is made. All distributions will be made or begin as soon as practical after January 1 of the year following the Director’s termination of Board service. In addition, as of each July 1, beginning with July 1, 2002, each non-employee Director who will be continuing as a Director after that date receives a non-qualified stock option to purchase 5,000 shares of Common Stock (or such other amount as the Board may determine from time to time). The exercise price of these options is equal to the fair market value per share of Common Stock on the date of grant. A non-employee Director’s options vest on the third anniversary of the date of grant. Effective July 1, 2005, Directors will receive equity compensation in the form of Stock Appreciation Rights (“SARs”).

During 2005, non-employee Directors received an annual retainer of $50,000, payable in shares of common stock or a combination of cash and shares of common stock (of which a maximum of 50% may consist of cash) at each Director’s direction. The Chair of the Audit Committee receives an additional fee of $10,000 payable annually. Board compensation levels have not changed for fiscal 2006. In addition to the retainer, non-employee directors are reimbursed for travel and other reasonable~~out-of-pocket expenses related to attendance at Board and committee meetings.~~

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~~EXECUTIVE COMPENSATION~~

~~Summary Compensation Table~~

The following table sets forth compensation information for the Company’s Chief Executive Officer and for the Company’s four other most highly compensated executive officers for 2005 (the “Named Executive Officers”).

Long Term
Compensation
Securities
Annual Compensation Underlying All Other
Fiscal Equity Awards Compensation ($) Total
Name and Principal Position(s) Year Salary ($) Bonus ($)(1) (#s)(2) (3)(4)(5)(6)(7)(8) Compensation

Roy W. Haley 2005 700,000 1,600,000 200,000 136,632 2,436,632
Chairman and Chief 2004 685,833 1,470,000 200,000 70,678 2,226,511
Executive Officer 2003 615,000 300,000 300,000 35,072 950,072
John J. Engel 2005 450,000 530,000 75,000 102,778 1,082,778
Senior Vice President and 2004 209,711 200,000 200,000 215,560 625,271
Chief Operating Officer 2003 — — — — —
Stephen A. Van Oss 2005 408,333 430,000 75,000 65,156 903,489
Senior Vice President and 2004 325,000 387,000 70,000 38,051 750,051
Chief Financial and 2003 300,000 130,000 70,000 25,710 455,710
Administrative Officer
William M. Goodwin 2005 261,667 225,000 25,000 59,338 546,005
Vice President, Operations 2004 242,000 280,500 30,000 38,308 560,808
2003 235,833 118,000 38,000 23,548 377,381
Donald H. Thimjon 2005 245,333 225,000 25,000 54,071 524,404
Vice President, Operations 2004 242,000 280,500 35,000 35,852 558,352
2003 235,833 76,200 38,000 23,874 335,907


~~(1)~~	Bonus amounts reflect compensation earned in the indicated fiscal year, but approved and paid in the following year. Bonus amounts reflect awards under documented performance objectives and plans, and are inclusive of a special one-year Value Acceleration Program payment approved by the Board for performance substantially above established goals.

~~(2)~~	All equity awards granted to the Named Executive Officers in 2005, 2004 and 2003 were granted under the Company’s 1999 Long-Term Incentive Plan (“LTIP”), as amended and approved by the Board and stockholders. SARs granted in 2005 have an exercise price of $31.65 per share. SARs granted in 2004 have an exercise price of $24.02 per share. Mr. Engel, after joining the Company in 2004 was granted stock options at an exercise price of $16.82 per share. Stock options granted in 2003 have an exercise price of $5.90 per share. Awards granted under the LTIP are subject to certain time and performance-based vesting requirements.

~~(3)~~	Includes contributions by the Company under the WESCO Distribution, Inc. Retirement Savings Plan in the amounts of (a) $2,583, $4,200, $2,800, $5,250, and $6,150 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively, in 2005 (b) $6,000, $3,938, $2,600, $4,925, and $6,000 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively, in 2004, (c) $6,000, $-0-, $2,400, $4,500, and $6,000 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively, in 2003. An award under the Company’s Retirement Savings Plan in the form of a discretionary contribution was made to all employees in 2005 for 2004 performance, specifically, in the amounts of $10,000, $5,729, $10,000, $14,000, and $14,000 for Messrs. Haley, Engel, Van Oss, Goodwin and Thimjon, respectively.

~~(4)~~	Includes contributions by the Company under the WESCO Distribution, Inc. Deferred Compensation Plan in the amounts of (a) $62,517 $15,300, $21,060, $11,015, and $8,775 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively, in 2005 (b) $22,700, $-0-, $10,613, $5,779, and $3,341 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively, in 2004, (c) $14,750, $-0-, $10,500, $5,036 and $2,666 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively, in 2003. An

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award under the Company’s Retirement Savings Plan in the form of a discretionary contribution was made in 2005 to the Deferred Compensation Plan in the amounts of $39,115, $-0-, $12,646, $11,183, and $8,257 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively.
~~(5)~~ Includes an annual automobile allowance paid by the Company in the amount of $12,000 for each of Messrs. Haley, Van Oss, Goodwin, and Thimjon in each of 2005, 2004, and 2003. Includes automobile allowance in the amount of $12,000 in 2005 and $5,500 in 2004, the year Mr. Engel became employed with the Company.
~~(6)~~ Includes the dollar value of insurance premiums paid by the Company for each executive officer’s term life insurance in the amounts of (a) $2,322, $540, $1,242, $3,713 and $3,366 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively, in 2005, (b) $2,419, $225, $1,294, $2,208, and $3,152 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively, in 2004, (c) $2,322, $-0-, $810, $2,012, and $3,208 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively, in 2003.
~~(7)~~ Includes non-cash awards in the amounts of (a) $8,095, $-0-; $5,408, $2,177, and $1,523 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively, in 2005, (b) $7,809, $1,675, $5,094, $2,177 and $840 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively, in 2004.
~~(8)~~ ~~Includes relocation allowance paid by the Company for Mr. Engel in the amounts of $65,009 and $204,222 in 2005 and 2004 respectively.~~

~~SARs Grants in Last Fiscal Year~~

% of Total Potential Realizable Value
Number of SARs at Assumed Rates of
Securities Granted to Stock Price Appreciation
Underlying Employees for SAR Term(1)
SARs In Fiscal Exercise Expiration
Name Granted Year Price ($/Sh) Date 5% 10%

Roy W. Haley 200,000 22.00 % 31.65 7/1/2015 3,980,000 10,088,000
John J. Engel 75,000 8.25 % 31.65 7/1/2015 1,492,500 3,783,000
Stephen A. Van Oss 75,000 8.25 % 31.65 7/1/2015 1,492,500 3,783,000
William M. Goodwin 25,000 2.75 % 31.65 7/1/2015 497,500 1,261,000
Donald H. Thimjon 25,000 2.75 % 31.65 7/1/2015 497,500 1,261,000

~~Note:~~ During 2003, the Company adopted the measurement provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” and began expensing equity awards. The Company recognized $8.6 million of compensation expense related to all awards in the year ended December 31, 2005.

~~(1)~~

Amounts represent hypothetical gains that could be achieved for the respective SARs if exercised at the end of the SARs term. These gains are based on assumed rates of stock price appreciation of 5% and 10% compounded annually from the date the respective SARs were granted to their expiration date. These assumptions are not intended to forecast future appreciation of our stock price. The potential realizable value computation does not take into account federal or state income tax consequences of SARs exercises or sales of appreciated stock.

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~~Aggregated Option/SARs Exercises in Last Fiscal Year and Fiscal Year-End Option/SARs Values~~

~~The table below sets forth information for each Named Executive Officer with regard to the aggregate (stock options and SARs) held at December 31, 2005.~~

Number of Securities Value of Unexercised
Underlying Unexercised Option/ In-the-Money Option/SARs
SARs Awards at FY-End Awards at FY-End ($)(1)

Shares
Acquired Value (Exercisable — Unexercisable) (Exercisable — Unexercisable)
on Exercise Realized
Name (#) (#) (#) (#) ($) ($)

Roy W. Haley N/A N/A 808,542 958,458 29,942,502 25,899,658
John J. Engel N/A N/A 33,334 241,666 863,684 5,149,316
Stephen A. Van Oss 25,000 668,250 130,963 271,009 4,217,782 6,962,181
William M. Goodwin 10,525 261,651 84,283 175,352 2,634,489 4,853,667
Donald H. Thimjon 54,808 1,494,674 11,667 178,685 218,290 5,193,027


~~(1)~~	~~Based on the closing market price per share of $42.73 as reported on the NYSE on December 31, 2005.~~

During December 2003, in a privately negotiated transaction with 19 employees, including Messrs. Haley, Goodwin, and Thimjon, the Company redeemed the net equity value of stock options originally granted in 1994 and 1995, representing approximately 2.9 million shares. The options held by the employees had a weighted average price of $1.75. The options were redeemed at a price of $8.63 per share, effective for accounting purposes, as of December 31, 2003. The transaction was settled, and the aggregate cash payment of $20.1 million was made on January 6, 2004.

~~Employment Agreements~~

~~Employment Agreement with the Chief Executive Officer.~~ The Company is a party to an employment agreement with Mr. Haley providing for a rolling employment term of three years. Pursuant to this agreement, Mr. Haley is entitled to an annual base salary of at least $500,000, the actual amount of which may be adjusted by the Board from time to time, and an annual incentive bonus equal to a percentage of his annual base salary ranging from 0% to 200%. The actual amount of Mr. Haley’s annual incentive bonus will be determined based upon the Company’s financial performance as compared to the annual performance objectives established for the relevant fiscal year. If Mr. Haley’s employment is terminated by the Company without “cause,” by Mr. Haley for “good reason” or as a result of Mr. Haley’s death or disability, Mr. Haley is entitled to continued payments of his average annual base salary and his average annual incentive bonus, reduced by any disability payments for the three-year period, or in the case of a termination due to Mr. Haley’s death or disability, the two-year period, following such termination, and continued welfare benefit coverage for the two-year period following such termination. In addition, in the event of any such qualifying termination, all outstanding options held by Mr. Haley will become fully vested.

The agreement further provides that, in the event of the termination of Mr. Haley’s employment by the Company without “cause” or by Mr. Haley for “good reason,” in either such case, within the two-year period following a “change in control” of the Company, in addition to the termination benefits described above, Mr. Haley is entitled to receive continued welfare benefit coverage and payments in lieu of additional contributions to the Company’s Retirement Savings Plan and Deferred Compensation Plan for the three-year period following such “change in control.” The Company has agreed to provide Mr. Haley with an excise tax gross up with respect to any excise taxes Mr. Haley may be obligated to pay pursuant to Section 4999 of the United States Internal Revenue Code of 1986 on any excess parachute payments. In addition, following a “change in control,” Mr. Haley is entitled to a minimum annual bonus equal to 50% of his base salary, and the definition of “good reason” is modified to include certain additional events. The agreement also contains customary covenants regarding nondisclosure of confidential information and non-competition and non-solicitation restrictions.

~~Employment Agreement with the Chief Operating Officer.~~ ~~The Company is a party to an employment agreement with Mr. Engel providing for an employment term of two years, subject to automatic renewals for~~

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an additional year as of each annual anniversary of the agreement. The agreement provides that Mr. Engel is entitled to an annual base salary of at least $450,000, subject to adjustment by the Board, and incentive compensation under the Company’s incentive compensation and other bonus plans for senior executives in amounts ranging from 0% to 100% his annual base salary, based upon the Company’s achievement of earnings, sales growth and return on investment or other performance criteria established by the Compensation Committee.

If Mr. Engel’s employment is terminated by reason of his death, the Company will pay the amount of his accrued but unpaid base salary through his date of death, any accrued but unpaid incentive compensation, any other reimbursable amounts and any payments required to be made under the Company’s employee benefit plans or programs. If Mr. Engel’s employment is terminated by reason of disability, he will continue to receive his base salary and all welfare benefits through the date of disability, offset by the amount of any disability income payments provided under the Company’s disability insurance. If Mr. Engel’s employment is terminated by the Company without “cause” or by him for “good reason,” he is entitled to his accrued but unpaid base salary through the date of termination, a cash amount equal to his pro rata incentive compensation for the fiscal year in which the termination occurs, monthly cash payments equal to 1.5 times his monthly base salary as of the date of termination for the greater of (i) the remainder of the employment agreement’s term, or (ii) eighteen months following the date of termination, and continued welfare benefit coverage for the two years. In such event, all stock options, except those that will remain unvested due to specified operational or financial performance criteria not being satisfactorily achieved, will become fully vested, and the Company will pay the full cost of his COBRA continuation coverage. If Mr. Engel’s employment is so terminated within one year following a “change in control” of the Company, the cash amount equal to 1.5 times his monthly base salary will be paid in monthly installments for 24 months. The Company has agreed to provide Mr. Engel with a partial excise tax gross up with respect to any excise taxes Mr. Engel may be obligated to pay. The agreement also contains customary covenants regarding nondisclosure of confidential information and non-competition and non-solicitation restrictions. Additionally, under the terms of the agreement, the Company paid approximately $204,222 and $65,009 in relocation expenses on behalf of Mr. Engel in 2004 and 2005, respectively.

~~Employment Agreement with the Chief Financial Officer.~~ The Company is party to an employment agreement with Mr. Van Oss providing for an employment term of two years, subject to automatic renewals for an additional year as of each annual anniversary of the agreement. The agreement provides that Mr. Van Oss is entitled to an annual base salary of at least $450,000, subject to adjustment by the Board, and incentive compensation under the Company’s incentive compensation and other bonus plans for senior executives in amounts ranging from 0% to 100% his annual base salary, based upon the Company’s achievement of earnings, sales growth and return on investment or other performance criteria established by the Compensation Committee.

If Mr. Van Oss’ employment is terminated by reason of his death, the Company will pay the amount of his accrued but unpaid base salary through his date of death, any accrued but unpaid incentive compensation, any other reimbursable amounts and any payments required to be made under the Company’s employee benefit plans or programs. If Mr. Van Oss’ employment is terminated by reason of disability, he will continue to receive his base salary and all welfare benefits through the date of disability, offset by the amount of any disability income payments provided under the Company’s disability insurance. If Mr. Van Oss’ employment is terminated by the Company without “cause” or by him for “good reason,” he is entitled to his accrued but unpaid base salary through the date of termination, a cash amount equal to his pro rata incentive compensation for the fiscal year in which the termination occurs, monthly cash payments equal to 1.5 times his monthly base salary as of the date of termination for the greater of (i) the remainder of the employment agreement’s term, or (ii) eighteen months following the date of termination, and continued welfare benefit coverage for the two years. In such event, all stock options, except those that will remain unvested due to specified operational or financial performance criteria not being satisfactorily achieved, will become fully vested, and the Company will pay the full cost of his COBRA continuation coverage. If Mr. Van Oss’ employment is so terminated within one year following a “change in control” of the Company, the cash amount equal to 1.5 times his monthly base salary will be paid in monthly installments for 24 months. The

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Company has agreed to provide Mr. Van Oss with a partial excise tax gross up with respect to any excise taxes Mr. Van Oss may be obligated to pay. The agreement also contains customary covenants regarding nondisclosure of confidential information and non-competition and non-solicitation restrictions.

~~Report of Compensation Committee on Executive Compensation~~SECURITY OWNERSHIP


	~~Responsibilities and Goals~~

The Compensation Committee, composed of independent, non-employee Directors, has the responsibility of administering executive compensation and benefit programs, policies and practices. The Committee engages the assistance of outside consultants and uses third-party surveys in its consideration of compensation levels and incentive plan designs. On an annual basis, the Committee reviews and approves the compensation and benefit programs for the executive officers, including the Chairman and Chief Executive Officer.


	~~Executive Officer Compensation~~

The objective of the Company’s compensation program for executive officers, including Mr. Haley, is to attract, motivate, and reward the high caliber of executive performance required to be successful in the competitive distribution industry, and to enhance positive business results and growth in stockholder value.

The Company’s compensation program for executive officers consists of a base salary, annual incentive bonuses and long-term incentives. Executives have significant amounts of compensation at risk, based on performance. Executives also maintain a significant equity stake in the Company, aligning the interests of management with those of the Company’s stockholders. As of December 31, 2005, each of the Named Executive Officers owned Company stock valued at more than three times their annual base salary.

~~The Company’s Executive Compensation Programs can be described as follows:~~


	•	Base salaries for the Company’s executives are targeted at or near the median of similarly sized industrial distribution companies and other large distributors or wholesalers. Salaries for each executive are reviewed annually, taking into account factors such as overall company performance in relation to competition and industry circumstances, changes in duties and responsibilities, strategic and operational accomplishments, and individual performance. From time to time (and not necessarily on an annual basis), the Committee adjusts base salaries for executive officers (including Mr. Haley) based on performance, and if appropriate to reflect competitive pay practices of peer companies.

	•	Annual incentives are awarded for achievement of strategic and operational objectives, improvement in operating results, and performance in relation to financial goals of the Company, which are established at the beginning of the year. Cash bonus incentive awards granted for 2005 performance reflect significant financial and operational achievements, which exceeded targeted performance levels.

	•	Long-term incentives generally are granted in the form of equity awards such as stock options or SARs. The Committee believes that equity awards are an effective long-term link between executive performance and stockholder value. The Committee authorized a SARs grant in July 2005, and each of the Named Executive Officers received an equity award as shown in the table reflecting SARs Grants in the Last Fiscal Year.


	~~Chief Executive Officer Compensation~~

In determining the compensation level for Mr. Haley, the Company’s Chief Executive Officer, the Committee reviewed his performance against previously established 2005 objectives, the Company’s record performance in most performance categories, and the significant gain in share price benefiting all stockholders. The Committee assessed Mr. Haley’s individual performance and leadership, as reflected in the Company’s financial and operating performance, new business development initiatives, successful completion of two acquisitions, the effectiveness of the Company’s continuous improvement programs, cash flow generation and progress made in capital structure improvements, refinancing transactions, working capital performance, and overall liquidity. Mr. Haley’s base salary was established as $700,000 effective March 1, 2004, and was

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increased to $750,000 effective January 1, 2006. Mr. Haley’s cash bonus for 2005 performance was $1,600,000. He was also granted SARs for 200,000 shares of the Company’s Common Stock during 2005. This information is also shown in the Summary Compensation Table and the SARs Grants Table in this Proxy Statement.


	~~Conclusions~~

The Committee’s goal is to maintain compensation and benefit programs that are competitive within the distribution industry and clearly linked to stockholder value. The Committee believes that the 2005 compensation levels as disclosed in this Proxy Statement are reasonable and appropriate.

The Committee intends to ensure that compensation paid to its executive officers is within the limits of, or exempt from, the deductibility limits of 162(m) of the Internal Revenue Code and expects that all compensation will be deductible. However, it reserves the right to pay compensation that is not deductible if it determines that to be in the best interests of the Company and its stockholders.

~~Respectfully Submitted:~~

~~Compensation Committee~~

~~Kenneth Way,~~~~Chairman~~

~~James L. Singleton~~

~~James A. Stern~~

~~Lynn M. Utter~~

~~Compensation Committee Interlocks~~

None of the Company’s executive officers serve as an executive officer of, or as a member of the compensation committee of any public company entity that has an executive officer, Director or other designee serving as a member of our Board.

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~~COMPARATIVE STOCK PERFORMANCE~~

The following performance graph compares the total stockholder return of an investment in the Company’s Common Stock to that of a peer group of other industrial and construction products distributors and the Russell 2000 index of small cap stocks for the period commencing December 31, 2000 and ending on December 31, 2005. The graph assumes that the value of the investment in the Company’s Common Stock was $100 on December 31, 2000. The historical information set forth below is not necessarily indicative of future performance. The Company does not make or endorse any predictions as to future stock performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

~~AMONG WESCO INTERNATIONAL, INC., THE RUSSELL 2000 INDEX~~

~~AND A PEER GROUP~~

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The following table reflects the companies that are included in the Peer Group Indexes for the years presented. Companies in italics were, at varying points, removed from the Peer Group Index as such companies ceased to be publicly-traded companies.


~~2001~~		~~2002/2003/2004/2005~~

~~Airgas, Inc.~~ ~~Applied Industrial Technologies~~ ~~Barnes Group, Inc.~~ ~~Building Materials Holding Corp.~~ ~~Fastenal Company~~ ~~Grainger (W.W.), Inc.~~ ~~Hughes Supply, Inc.~~ ~~Industrial Distribution Group, Inc.~~ ~~Kaman Corp.~~ ~~KEVCO, Inc.~~ ~~Lawson Products, Inc.~~ ~~Maxco, Inc.~~ ~~MSC Industrial Direct Co., Inc.~~ ~~NCH Company~~ ~~Noland Company~~ ~~Pameco Corp.~~ ~~Park-Ohio Holdings Corp.~~ ~~Premier Farnell PLC~~ ~~SCP Pool Corp.~~ ~~Strategic Distribution, Inc.~~ ~~Watsco, Inc.~~		~~Airgas, Inc.~~ ~~Applied Industrial Technologies~~ ~~Barnes Group, Inc.~~ ~~Building Materials Holding Corp.~~ ~~Fastenal Company~~ ~~Grainger (W.W.), Inc.~~ ~~Hughes Supply, Inc.~~ ~~Industrial Distribution Group, Inc.~~ ~~Kaman Corp.~~ ~~Lawson Products, Inc.~~ ~~Maxco, Inc.~~ ~~MSC Industrial Direct Co., Inc.~~ ~~Noland Company~~ ~~Park-Ohio Holdings Corp.~~ ~~Premier Farnell PLC~~ ~~SCP Pool Corp.~~ ~~Strategic Distribution, Inc.~~

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~~SECURITY OWNERSHIP~~

The following table sets forth the beneficial ownership of the Company’s Common Stock as of April ~~3, 2006,~~9, 2007, by each person or group known by the Company to beneficially own more than five percent of the outstanding Common Stock, each Director, each of the ~~Named Executive Officers,~~named executive officers, and all Directors and executive officers as a group. Unless otherwise indicated, the holders of all shares shown in the table have sole voting and investment power with respect to such shares. In determining the number and percentage of shares beneficially owned by each person, shares that may be acquired by such person pursuant to options or convertible stock exercisable or convertible within 60 days of April ~~3, 2006~~9, 2007, are deemed outstanding for purposes of determining the total number of outstanding shares for such person and are not deemed outstanding for such purpose for all other stockholders.

Shares Percent
Beneficially Owned
Name Owned(1) Beneficially

FMR Corporation 7,106,159 ⁽²⁾ 14.8 %
82 Devonshire Street
Boston, Massachusetts 02109
Putnam, LLC d/b/a Putnam Investments 2,631,966 ⁽³⁾ 5.5 %
One Post Office Square
Boston, Massachusetts 02109
Roy W. Haley 1,569,387 3.2 %
Stephen A. Van Oss 246,928 *
William M. Goodwin 84,252 *
John J. Engel 83,334 *
Donald H. Thimjon 69,359 *
James L. Stern 25,000 *
Robert J. Tarr, Jr. 15,000 *
James L. Singleton 10,000 *
Kenneth L. Way 5,453 *
George L. Miles, Jr. 5,000 *
Sandra Beach Lin 350 *
All 19 executive officers and Directors as a group 2,180,661 4.4 %


	Shares			Percent
	Beneficially			Owned
Name	Owned⁽¹⁾			Beneficially


Barclays Global Investors, NA		5,635,636⁽²	⁾		11.95	%
45 Fremont Street San Francisco, CA94105-2228

FMR Corporation		3,423,366⁽³	⁾		7.26	%
245 Summer Street, 11^th Floor Boston, MA 02110
Glenview Capital		2,747,000⁽⁴	⁾		5.80	%
767 Fifth Avenue, 44^th Floor New York, NY 10153

Putnam, LLC d/b/a Putnam Investments		2,544,879⁽⁵	⁾		5.40	%
One Post Office Square Boston, Massachusetts 02109
Roy W. Haley		1,482,845			3.1	%

Stephen A. Van Oss		324,955			*
John J. Engel		241,667			*

Donald H. Thimjon		87,834			*
William M. Goodwin		70,252			*

Robert J. Tarr, Jr.		20,000			*
James L. Singleton		10,000			*

Kenneth L. Way		5,453			*
William J. Vareschi		5,000			*

Steven A. Raymund		3,000			*
Sandra Beach Lin		350			*

All 22 executive officers and Directors as a group		2,447,284			5.1	%


*		Indicates ownership of less than 1% of the Common Stock.


⁽¹⁾		The beneficial ownership of Directors set forth in the ~~following~~foregoing table does not reflect shares of ~~common stock~~Common Stock payable to any such Director following the Director’s termination of Board service with respect to portions of annual fees deferred under the Company’s Deferred Compensation Plan for Non-Employee Directors or in settlement of any options or ~~SARs~~stock appreciation rights (SARs) granted to any such Director under that plan to the extent that those options or SARs may not be exercised or settled within 60 days of April ~~3, 2006.~~9, 2007.

⁽²⁾		Based on a Schedule ~~13G/A~~13G filed under the Securities Exchange Act of 1934 by Barclays Global Investors, NA and its affiliates on January 23, 2007.

⁽³⁾		Based on a Schedule 13G filed under the Securities Exchange Act of 1934 by FMR Corporation and its affiliates on February 14, ~~2006.~~2007.

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⁽⁴⁾		Based on a Schedule 13G filed under the Securities Exchange Act of 1934 by Glenview Capital and its affiliates on February 27, 2007.

~~(3)~~ ⁽⁵⁾		Based on a ~~schedule 13G/A~~Schedule 13G filed under the Securities Exchange Act of 1934 by Putnam, LLC d/b/a Putnam Investments and its affiliates on February ~~10, 2006.~~13, 2007.

Section 16(a) Beneficial Ownership Reporting Compliance

Under the federal securities laws of the United States, the Company’s Directors, its executive officers, and any persons beneficially holding more than ten percent of the Company’s Common Stock are required to report their ownership of the Company’s Common Stock and any changes in that ownership to the SEC and ~~the~~ NYSE. Specific due dates for these reports have been established. The Company is required to report in this Proxy Statement any failure to file by these dates. For the fiscal year ended December 31, ~~2005,~~2006, there was one late filing ~~each~~ for ~~J. Stanley~~Form 3, for Steve Riordan, the Vice President of Operations for Communication Supply Corporation. There was one late Form 4 filing for Stephen A. Van Oss. There were also two late Form 5 filings. One was for William Goodwin, whose Form 5 was filed for a trust account, and the other was for Stan Baumgartner, ~~Jr. (Form 4)~~the Company’s former Controller, due to late notification of a Common Stock purchase.

TRANSACTIONS WITH RELATED PERSONS

Review and ~~William M. Goodwin (Form 5).~~Approval of Related Person Transactions

We review all relationships and transactions between our Directors, executive officers and our Company or its customers and suppliers in order to determine whether the parties have a direct or indirect material interest. Our Company has developed and implemented processes and controls in order to obtain information from our Directors and executive officers with respect to related person transactions and for then determining whether our Company or a related person has a direct or indirect material interest in the transaction, based on the facts and circumstances.

The evaluation includes: the nature of
the related person’s interest in the transaction; material terms of the transaction; amount and type of transaction; importance of the transaction to our Company; whether the transaction would impair the judgment of a Director or executive officer to act in the best interest of our Company; and any other relevant facts and circumstances. Transactions that are determined to be directly or indirectly material to our Company or a related person are disclosed in this Proxy Statement.

Related Party Transactions

During 2006, our customer, Tech Data Corporation, made purchases in the amount of approximately $550,000 of goods and services in the ordinary course of business from Communications Supply Corporation, which was acquired by our Company in November 2006. Our Company’s Director, Steven Raymund, is the current Chairman of Tech Data Corporation. Also, our Company made purchases from our supplier, Coleman Cable, in the amount of $19 million during 2006 and will make purchases estimated at $4 million during the first quarter of 2007. The business relationship between WESCO and Coleman Cable has existed for more than 30 years and, although there is no known direct material benefit to the individuals, the Group Vice President of Electrical Group for Coleman Cable is the spouse of Mr. Ronald Van, our Vice President of Operations. These transactions have been approved by our Company’s senior management.

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COMPENSATION DISCUSSION AND ANALYSIS

Overview

Our Board has delegated to the Compensation Committee, composed of independent, non-employee Directors, the responsibility of administering executive compensation and benefit programs, policies and practices. The Committee reviews and approves the compensation and benefit programs for our executive officers on an annual basis. The Committee engages the assistance of outside consultants and uses third-party surveys in its consideration of compensation and benefit levels and incentive plan designs. The surveys include companies having similar revenue, within a cross section of comparably sized, industrial distribution companies, other large distributors and wholesalers, and industrial product manufacturers which are potential competitors for executive talent. The compensation consultant’s recommended peer group for 2006 compensation comparisons included the following 34 companies:

Armstrong World Industries, Inc.

AutoZone, Inc.

Ball Corporation

BorgWarner Inc.

Brady Corporation

The Clorox Company

Cooper Cameron Corporation

Cooper Industries, Inc.

Corn Products International Inc.

Donaldson Company, Inc.

Ecolab Inc.

Engelhard Corporation

FMC Technologies

Fortune Brands, Inc.

The Hershey Company

Ingersoll-Rand Company

Maytag Corporation

Medtronic, Inc.

Milacron Inc.

Molson Coors Brewing Company

Pactiv Corporation

PPG Industries, Inc.

Rockwell Automation

Ryerson Tull, Inc.

Sauer-Danfoss Inc.

Sonoco Products Company

Temple-Inland Inc.

Teradyne, Inc.

Thomas & Betts Corporation

The Timken Company

Valmont Industries, Inc.

Vulcan Materials Company

W.W. Grainger, Inc.

Wm. Wrigley Jr. Company

In addition, the Company and the Board regularly monitor the operational performance and executive compensation for the following nine industrial distribution companies:

Applied Industrial Technologies

Anixter

Arrow

Avnet

Grainger

Kaman

Lawson Products

MSC Industrial Direct

United Stationers

The Compensation Committee reports to the Board on overall compensation and receives specific approval for compensation actions for the CEO and both Senior Vice Presidents.

The Company’s Compensation Program

The objectives of our compensation program for executive officers are to attract, motivate, and reward the high caliber of executive performance required to be successful in the competitive distribution industry. Competent and motivated executives are essential in enhancing positive business results and achieving growth in stockholder value over intermediate and long-term horizons.

The principal components of our executive compensation program for officers consist of base salary, annual incentive bonuses, long-term incentives, health and welfare benefits and a limited number of perquisites. We do not provide post-employment retirement benefits, health

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and welfare, or supplemental executive retirement benefit programs. Base salary and annual incentive bonuses are set with the goal of attracting executives and adequately compensating and rewarding them for recent performance. Our long-term incentive equity programs are established to provide incentive and reward for the achievement of long-term business objectives, continued service and key talent retention.

Executives have significant amounts of compensation at risk, with annual bonuses and long-term incentives being linked to actual performance. Executives are expected to maintain a significant equity ownership in our Company, aligning the interests of management with those of our stockholders. We believe that our compensation program is appropriate to motivate and retain our executives and to maximize their contribution to the Company over the long term.

Base Salaries

Salaries for executives are reviewed annually, taking into account factors such as overall Company performance in relation to competition and industry circumstances, changes in duties and responsibilities, strategic and operational accomplishments, and individual performance. Mr. Haley, the Chief Executive Officer, makes base salary recommendations to the Compensation Committee for all of the named executive officers, excluding himself.

The Compensation Committee reviews individual salary history for approximately the 25 highest paid executive officers and compares their base salaries to survey data from one or more current consultant studies. Compensation consultant studies provide market data which is evaluated as a means to understand external compensation practices. Compensation trends for companies in the consultant’s peer company comparisons and other companies with attributes similar to our Company are considered in the determination of overall compensation for our executives. From time to time (and not necessarily on an annual basis), the Committee adjusts base salaries for executive officers based on performance, and if appropriate, to reflect competitive pay practices of companies in our peer group based on studies by Hewitt Associates, LLC (referred to as Hewitt), a national executive compensation consulting firm retained by the Compensation Committee for input on executive compensation matters.

In determining increases to base salaries, the Compensation Committee considers the recommendation of Mr. Haley, Company performance, prevailing economic conditions, surveys of competitive companies, requirements for hiring recent additions to management, comparable salary practices of companies within our peer group, and information provided by Hewitt. The Compensation Committee has retained Hewitt in the past as a means for gathering market data, preparing compensation plan reviews, as well as, identifying general trends and practices in executive compensation programs. The Compensation Committee requests that Hewitt gather pertinent compensation data from public, private and foreign-owned peer companies. Hewitt has also made recommendations with respect to Director compensation matters.

During 2006, the Compensation Committee recommended and the Board approved an increase in Mr. Haley’s base salary of $100,000, or 14.3%, to an annualized rate of $800,000 to recognize the superior performance of the Company in 2005 and 2006. Messrs. Engel and Van Oss each received a 10% increase, and Mr. Thimjon a 6% increase, each in accordance with their salary histories, individual performances and competitive position of their respective salaries. Mr. Goodwin received a 5.5% increase in early 2007, but no increase in base salary during 2006.

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Annual Cash Incentive Bonus Awards

Annual Incentive Plans. Cash bonuses are awarded for achievement of strategic, financial, operational, and human resources objectives of our Company. Annual incentives are designed to provide compensation that approximates market median awards for achieving planned performance and to provide increased incentive awards for exceptional performance. Actual performance in excess of plan can result in cash bonus awards of50-100% of base salaries for executive officers. Mr. Haley’s award for above-plan performance can range from100-200% of base salary. For performance below plan levels, incentive bonuses for executive officers are reduced to a level of 0-50% of base salary.

Annually, the Board reviews and approves the Company’s performance criteria and financial and operational targets for the upcoming fiscal year. The Company’s incentive bonus plans are based on formulas that combine sales performance, profitability margins, improvements over prior year actual results, return on capital, and other strategic and operational goals. The structure and approach for incentive compensation have been in place for more than five years. Standards are changed periodically to reflect higher performance expectations. During 2006, the standards were increased to reflect economic activity and our Company’s plan for higher levels of financial performance for the year. The Compensation Committee has discretion and authority to increase or decrease actual incentive awards given in any year to reflect specific circumstances and performance.

For the Chief Executive Officer, Mr. Haley, the maximum annual incentive opportunity is 200% of his base salary. All other named executive officers’ maximum annual incentive opportunity is 100% of their base salary. Cash bonus incentive awards granted for 2006 performance reflect financial and operational achievements, which significantly exceeded targeted performance levels. Two significant metrics, sales and operating profit, were 20.3% and 74.4% above 2005 results, respectively. Based on this performance, the named executive officers received the following incentive for the performance period ended December 31, 2006: Mr. Haley, $1,600,000; Mr. Van Oss, $495,000; Mr. Engel, $495,000; Mr. Goodwin, $265,000; and Mr. Thimjon, $248,000.

Value Acceleration Program. In early 2006, the Compensation Committee gave final approval to a one-year Value Acceleration Program (VAP) to focus management’s attention and talent on increasing corporate-wide EBITDA (earnings before interest, tax, depreciation and amortization) and other performance criteria that are believed to contribute to driving overall stockholder value. The 2006 program had a potential maximum incentive payout of $2.8 million of which a payout of $2.2 million was made to 184 of the approximately 315 eligible participants.

Based on 2006 EBITDA performance, which was 72% over 2005 actual results, the following Value Acceleration Program cash incentives were paid: Mr. Haley, $200,000; Mr. Van Oss, $80,000; Mr. Engel, $80,000; Mr. Goodwin, $40,000; and Mr. Thimjon, $40,000.

Perquisites

During 2006, there were limited perquisites provided to the named executive officers. Perquisites provided to named executive officers in 2006 included a vehicle allowance and select club memberships. The Compensation Committee determined that it was in its best interest to continue providing these perquisites as part of a competitive pay package and for Company benefit associated with business-related meetings and entertainment. In 2006, certain named executive officers and their spouses participated in a sales force incentive trip with a key supplier, and the Company paid the cost of the trip for the spouses.

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Stock Based Awards

The Company has sponsored four stock based award plans, the 1999 Long-Term Incentive Plan (referred to as LTIP), the 1998 Stock Option Plan, the Stock Option Plan for Branch Employees, and the 1994 Stock Option Plan. The LTIP was designed to be the successor plan to all prior plans. At the Annual Stockholders’ meeting held May 21, 2003, the Stockholders voted to approve the Company’s LTIP as amended and restated. The LTIP is administered by the Compensation Committee which determines the eligibility for and amount of granted equity awards. Outstanding options under prior plans will continue to be governed by their existing terms, which are substantially similar to the LTIP. Any remaining shares reserved for future issuance under the prior plans are available for issuance under the LTIP. We have expensed stock option grants under Statement of Financial Accounting Standards 123, Share-Based Payment (SFAS 123) since 2003, and adopted SFAS 123, as revised, in 2004 (SFAS 123R) beginning in 2006.

The Compensation Committee may grant stock options, stock appreciation rights (referred to as SARs), restricted stock, restricted stock units, performance awards, and other incentive awards under the LTIP. The Compensation Committee and the Board of Directors believe that stock options and SARs are the most effective forms of equity awards for linking management performance and stockholder value creation. Since its formation in 1993, our Company has not issued to any member of management restricted stock or any form of phantom stock or performance shares.

An initial reserve of 6,936,000 shares of Common Stock was authorized for issuance under the LTIP. This reserve automatically increases by (i) the number of shares of Common Stock covered by unexercised options and SARs granted under prior plans that are cancelled or terminated after the effective date of the LTIP, and (ii) the number of shares of Common Stock surrendered by employees to pay the exercise priceand/or minimum withholding taxes in connection with the exercise of stock options or SARs granted under our prior plans.

Awards vest and become exercisable once criteria based on time or financial performance (EBITDA margin targets) are achieved. If the financial performance criteria are not met, all such performance vesting options will vest after nine years and nine months from their grant date. All awards vest immediately in the event of a change in control. Each award terminates on the tenth anniversary of its grant date unless terminated sooner under certain conditions. All awards under the Company’s stock incentive plans are issued at the closing price of our Common Stock on the grant date.

Our officers and employees, including all of the named executive officers, are eligible to receive stock-based awards under the LTIP. The LTIP is designed to align the interests of officers and employees receiving awards with those of stockholders by providing an incentive to contribute to the long-term goals of the Company. We believe that equity-based compensation assists in attracting and retaining qualified employees and provides them with additional incentive to devote their best efforts to pursue and sustain the Company’s long-term performance and enhance the value of our Company for the benefit of its stockholders.

Equity awards in 2006 consisted only of SARs. We believe that SARs encourage management to achieve long-term goals as they only have value to the recipient if there are gains in the stock price, benefiting all stockholders. SARs entitle the participant to receive, upon exercise, a payment equal to (i) the excess of the fair market value of a share of Common Stock on the exercise date over the exercise price of the SARs, times (ii) the number of shares of Common Stock with respect to which the SARs are exercised. Upon exercise of a SAR, payment is made in

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shares of Common Stock. The 2006 SARs vest ratably over three years.

Grants of SARs to the named executive officers are allocated from a pool of stock that is established by the Compensation Committee each year. For 2006, the pool was approximately equal to 1% of the outstanding stock of the Company. With respect to all of the named executive officers other than himself, the Chief Executive Officer makes grant recommendations to the Compensation Committee based on individual executive’s performance and input on competitive market data from Hewitt. The Compensation Committee then considers the Chief Executive’s recommendations and Hewitt’s analysis in making its grant determinations. With respect to the Chief Executive Officer, the Compensation Committee, in its sole discretion, determines the amount of his grant which is presented to and approved by the Board. The Committee has discretion and authority to increase or decrease actual awards given in any year to reflect specific circumstances and performance.

It has been the recent practice of the Compensation Committee to issue equity awards annually, on or about July 1st of each year. Awards are generally determined several weeks prior to grant date and do not conflict with any material events such as an earnings release that could cause the stock price to be artificially high or low. In 2006, awards to approximately 106 employees, including the named executive officers, were made at the regularly scheduled May Compensation Committee meeting, with the effective grant dates set as July 1, 2006. The SARs awarded July 1, 2006, have a grant price of $69.00, the closing price of our Common Stock on June 30, 2006. The expiration date is July 1, 2016.

Retirement Savings

The Company maintains a 401(k) Retirement Savings Plan for all eligible employees, including the named executive officers. In 2006, the Company provided two types of 401(k) plan contributions with respect to eligible employees. The Company matched employee contributions at a rate of $0.50 per $1.00 up to 6% of eligible compensation. Additionally, a discretionary Company contribution was made in 2006 based on Compensation Committee established performance criteria. The Company has made discretionary contributions in six of the past ten years. When discretionary payments are made to the 401(k) plan, the contribution amount is based on age and years of service and varies from1-7% of an employee’s annual base salary.

The Company also maintains an unfunded deferred compensation plan for a group of qualifying management or highly compensated employees, including the named executives, under certain provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Participants may defer a portion of their salary and are eligible for a Company match, at a rate of $0.50 per $1.00, up to 6% of eligible compensation deferred after surpassing the Company’s 401(k) Retirement Savings Plan qualified contribution limit. Earnings are credited to employees’ accounts based on their selection from offered investment funds. Notwithstanding any provision of the Deferred Compensation Plan or benefit election made by any participant deemed to be a key employee, benefits payable under the Deferred Compensation Plan will not commence until six months after the key employee’s separation from employment.

The Company does not have a defined benefit or supplementary retirement plan nor does it provide for post-retirement health benefits.

Health and Welfare Benefits

The Company’s health benefits are provided to all full-time permanent employees, including the named executive officers, who meet the eligibility requirements. Employees pay a portion of the cost of healthcare on an increasing

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scale correlated to higher annual incomes. The Company’s health and welfare benefits are evaluated periodically by external benefits consultants to assess plan performance and costs and to validate that benefit levels approximate the median value provided to employees of peer companies.

Employment Agreements

Employment Agreement with the Chief Executive Officer. We have an employment agreement with Mr. Haley providing for a rolling employment term of three years. Under this agreement, Mr. Haley is entitled to an annual base salary of at least $500,000, the actual amount of which may be adjusted by our Board from time to time, and an annual incentive bonus equal to a percentage of his annual base salary ranging from 0% to 200%. The actual amount of Mr. Haley’s annual incentive bonus will be determined based upon our financial performance as compared to the annual performance objectives established for the relevant fiscal year. The parameters of Mr. Haley’s employment agreement which address termination or change in control are addressed in the next section entitled “Severance or Change in Control Agreements.”

Employment Agreements with the Chief Operating Officer and the Chief Financial Officer. We have employment agreements with each of Mr. Engel and Mr. Van Oss which are substantially similar. The agreements provide for an employment term of two years, subject to automatic renewals for an additional year as of each annual anniversary of the agreement. The agreements provide that Mr. Engel and Mr. Van Oss are entitled to an annual base salary of at least $450,000, subject to adjustment by our Board, and incentive compensation under our incentive compensation and other bonus plans for senior executives in amounts ranging from 0% to 100% their annual base salary, based upon our achievement of earnings, sales growth and return on investment or other performance criteria established by our Compensation Committee. The parameters of Mr. Engel’s and Mr. Van Oss’ employment agreements which address termination or change in control are addressed in the next section entitled “Severance or Change in Control Agreements.”

Severance or Change in Control Agreements

Severance Agreement with the Chief Executive Officer. Pursuant to the employment agreement with Mr. Haley, if his employment is terminated by us without “cause,” by Mr. Haley for “good reason” or as a result of Mr. Haley’s death or disability, Mr. Haley is entitled to continued payments of his average annual base salary and his average annual incentive bonus, reduced by any disability payments, for the three-year period, or in the case of a termination due to Mr. Haley’s death or disability, the two-year period, following termination, and continued welfare benefit coverage for the two-year period following termination. In addition, in the event of any such qualifying termination, all outstanding equity held by Mr. Haley will become fully vested.

The agreement further provides that, in the event of the termination of Mr. Haley’s employment by us without “cause” or by Mr. Haley for “good reason,” in either case, within the two-year period following a “change in control” of our Company, in addition to the termination benefits described above, Mr. Haley is entitled to receive continued welfare benefit coverage and payments in lieu of additional contributions to our 401(k) Retirement Savings Plan and Deferred Compensation Plan for the three-year period following the “change in control.” We have agreed to provide Mr. Haley with an excise tax gross up totaling 100% with respect to any excise taxes Mr. Haley may be obligated to pay pursuant to Section 4999 of the United States Internal Revenue Code of 1986 on any excess parachute payments. In addition, following a “change in control,” Mr. Haley is entitled to a minimum annual bonus equal to 50% of his base salary, and

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the definition of “good reason” is modified to include certain additional events. The agreement also contains customary covenants regarding nondisclosure of confidential information and non-competition and non-solicitation restrictions. Detailed calculations for Mr. Haley’s termination benefits are included in the table entitled “Potential Payments Upon Termination or Change in Control.”

Severance Agreements with the Chief Operating Officer and the Chief Financial Officer. In accordance with the employment agreements with each of Mr. Engel and Mr. Van Oss, which are substantially similar, if either’s employment is terminated by reason of his death, we will pay the amount of his accrued but unpaid base salary through his date of death, any accrued incentive compensation, any other reimbursable amounts, and any payments required to be made under our employee benefit plans or programs. If Mr. Engel’s or Mr. Van Oss’ employment is terminated by reason of disability, he will continue to receive his base salary and all welfare benefits through the date of disability, offset by the amount of any disability income payments provided under our disability insurance. If Mr. Engel’s or Mr. Van Oss’ employment is terminated by us without “cause” or by him for “good reason,” he is entitled to his accrued but unpaid base salary through the date of termination, a cash amount equal to his pro rata incentive compensation for the fiscal year in which the termination occurs, monthly cash payments equal to 1.5 times his monthly base salary as of the date of termination for eighteen months following the date of termination, and continued welfare benefit coverage for the two years. In such event, all equity, except those that will remain unvested due to specified operational or financial performance criteria not being satisfactorily achieved, will become fully vested, and we will continue to pay the full cost of his COBRA continuation coverage. If Mr. Engel’s or Mr. Van Oss’ employment is terminated within one year following a “change in control” of our Company, a cash amount equal to 1.5 times his monthly base salary will be paid in monthly installments for 24 months. We have agreed to provide Mr. Engel and Mr. Van Oss with a partial excise tax gross up with respect to any excise taxes they may be obligated to pay. The agreement also contains customary covenants regarding nondisclosure of confidential information and non-competition and non-solicitation restrictions. Detailed calculations for Mr. Engel’s and Mr. Van Oss’s benefits are included in the table entitled “Potential Payments Upon Termination or Change in Control.”

Severance for Vice Presidents. During 2006, our Board adopted the WESCO Distribution, Inc. 2006 Severance Plan which was an update to a prior plan and provides severance benefits to all eligible employees, not limited to executives. In accordance with the WESCO Distribution, Inc. 2006 Severance Plan, an involuntary not for cause termination provides up to 52 weeks of base pay determined by completed years of service. Benefits in the amounts of $275,000 and $265,000 would be paid to Messrs. Goodwin and Thimjon, respectively, assuming a termination date of December 31, 2006. Additionally, in accordance with the agreements governing option and SAR grants for all employees who have received equity awards, in the event of a change in control, all stock options become fully vested for a compensation value of $812,359 and $836,894 for Messrs. Goodwin and Thimjon, respectively, assuming that the date of the change in control is December 31, 2006. Messrs. Haley, Van Oss and Engel do not participate in this plan because the benefits otherwise provided are superseded by their respective employment agreements.

Deductibility of Executive Compensation

The Company intends to ensure that compensation paid to its executive officers is within the limits of, or exempt from, the deductibility limits of Section 162(m) of the Internal Revenue Code and expects

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that all compensation will be deductible. However, it reserves the right to pay compensation that is not deductible if it determines that to be in the best interests of the Company and its stockholders. Section 162(m) imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the Company’s named executive officers who are employed as of the end of the year. This limitation does not apply to compensation that meets the requirements under Section 162(m) for “qualifying performance-based” compensation (i.e., compensation paid only if the individual’s performance meets pre-established objective goals based on performance criteria). For 2006, the payments for the annual incentive awards were designed to satisfy the requirements for deductible compensation.

As required under the tax rules, the Company must obtain shareowner approval every five years of the material terms of the performance goals for qualifying performance-based compensation. We last received approval in 2003 at the time the Company’s 1999 Long Term Incentive Plan, as amended and restated, was approved by stockholders.

Conclusions

The Committee’s goal is to maintain compensation and benefit programs that are competitive within the distribution industry and clearly linked to stockholder value. The Committee believes that the 2006 compensation levels as disclosed in this Proxy Statement are reasonable and appropriate.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and, based on that review and those discussions, it recommended to the Board of Directors that the foregoing Compensation Discussion and Analysis be included in our Proxy Statement, and incorporated by reference in our Annual Report onForm 10-K for the fiscal year ended December 31, 2006.

Respectfully Submitted:

The Compensation Committee

Kenneth L. Way, Chairman

James L. Singleton

Lynn M. Utter

DIRECTOR COMPENSATION

Independent members of the Board of Directors receive compensation in the form of an annual retainer and an annual equity award. Directors have the ability to defer up to 100% of the retainer. During 2006, non-employee Directors received an annual retainer of $50,000, payable in shares of our Common Stock or a combination of cash and shares of our Common Stock (of which a maximum of 50% may consist of cash) at each Director’s election. The Chair of our Audit Committee receives an additional fee of $10,000 payable annually. Board compensation levels have not changed for fiscal years 2006 and 2007. In addition to the retainer, non-employee Directors are reimbursed for travel and other reasonableout-of-pocket expenses related to attendance at Board and committee meetings. Members of our Board who are also our employees do not receive compensation for their services as Directors.

Effective January 1, 2000, we established the Deferred Compensation Plan for Non-Employee Directors under which non-employee Directors can elect to defer 25% or more of their annual retainer. Amounts deferred under this arrangement are converted into stock units which are credited to an account in the Director’s

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name. For purposes of determining the number of stock units credited to a Director for a particular year, we use the average of the high and low trading prices of our Common Stock on the first trading day in January of that year. Distribution of deferred stock units will be made in a lump sum or in installments, in the form of shares of our Common Stock, in accordance with the distribution schedule selected by the Director at the time the deferral election is made. All distributions will be made or begin as soon as practical after January 1 of the year following the Director’s termination of Board service. In addition, as of each July 1, each continuing non-employee Director receives a non-qualified stock appreciation right (SAR) to purchase shares of our Common Stock. The exercise price of these SARs are equal to the fair market value per share of our Common Stock on the date of grant. A non-employee Director’s SARs vest on the third anniversary of the date of grant. If a Director’s Board service ends as a result of a scheduled Board term expiration, then all of the Director’s equity will vest in full. If a Director’s Board service is terminated prior to a normal termination date, then unvested equity is forfeited. Prior to July 1, 2005, Directors received equity compensation in the form of stock options. It was determined at the May 17, 2006 Board meeting to award 2,500 SARs to each Director for 2006. The SARs awarded July 1, 2006, have an exercise price of $69.00, the closing price of our Common Stock on June 30, 2006, and a fair market value of $30.78 per share. The expiration date is July 1, 2016.

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DIRECTOR COMPENSATION FOR 2006


	Fees Earned
	or Paid		Option
Name	In Cash⁽¹⁾		Awards⁽²⁾		Total

Beach Lin	$	50,000	$	60,251	$	110,251
Cheshire	$	25,000	$	47,424	$	72,424
Miles	$	50,000	$	60,251	$	110,251
Raymund	$	50,000	$	12,827	$	62,827
Singleton	$	50,000	$	12,827	$	62,827
Stern	$	25,000	$	0	$	25,000
Tarr	$	60,000	$	60,251	$	120,251
Utter	$	50,000	$	12,827	$	62,827
Vareschi	$	50,000	$	60,251	$	110,251
Way	$	50,000	$	60,251	$	110,251


⁽¹⁾		Represents the amount of the Director’s annual retainer. Messrs. Cheshire and Stern received one-half of the annual retainer as compensation for their services through May 17, 2006.

⁽²⁾		Represents equity related compensation costs recognized in our financial statements for the fiscal year ended December 31, 2006, with respect to awards granted in previous years beginning in 2003 through year 2006. All equity awards prior to 2003 had no impact on compensation expense in 2006. These SAR awards are subject to time-based vesting criteria. The assumptions used in calculating these amounts are set forth in Note 13 to our financial statements for the year ended December 31, 2006, which is located on Page 69 of our Annual Report onForm 10-K. All the equity awards were granted under our 1999 Long-Term Incentive Plan, as amended and approved by our Board and stockholders. On July 1, 2006, each Director was awarded 2,500 SARs with a grant date fair market value of $30.78 per SAR.

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DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END


			Number of		Number of
			Securities		Securities
			Underlying		Underlying
	Option		Unexercised		Unexercised		Option		Option
	Grant		Options		Options		Exercise		Expiration
Name	Date⁽¹⁾⁽²⁾		Exercisable		Un-Exercisable		Price		Date

Beach Lin		7/01/2003		5,000		—	$	6.75		7/01/2013
		7/01/2004		—		5,000	$	17.90		7/01/2014
		7/01/2005		—		5,000	$	31.65		7/01/2015
		7/01/2006		—		2,500	$	69.00		7/01/2016
Total:				5,000		12,500

Miles		7/01/2003		5,000		—	$	6.75		7/01/2013
		7/01/2004		—		5,000	$	17.90		7/01/2014
		7/01/2005		—		5,000	$	31.65		7/01/2015
		7/01/2006		—		2,500	$	69.00		7/01/2016
Total:				5,000		12,500

Raymund		7/01/2006		—		2,500	$	69.00		7/01/2016
Total:				—		2,500
Singleton		7/01/2006		—		2,500	$	69.00		7/01/2016
Total:				—		2,500

Tarr		7/01/2002		5,000		—	$	6.40		7/01/2012
		7/01/2003		5,000		—	$	6.75		7/01/2013
		7/01/2004		—		5,000	$	17.90		7/01/2014
		7/01/2005		—		5,000	$	31.65		7/01/2015
		7/01/2006		—		2,500	$	69.00		7/01/2016
Total:				10,000		12,500

Utter		7/01/2006		—		2,500	$	69.00		7/01/2016
Total:				—		2,500

Vareschi		7/01/2003		5,000		—	$	6.75		7/01/2013
		7/01/2004		—		5,000	$	17.90		7/01/2014
		7/01/2005		—		5,000	$	31.65		7/01/2015
		7/01/2006		—		2,500	$	69.00		7/01/2016
Total:				5,000		12,500

Way		7/01/2003		5,000		—	$	6.75		7/01/2013
		7/01/2004		—		5,000	$	17.90		7/01/2014
		7/01/2005		—		5,000	$	31.65		7/01/2015
		7/01/2006		—		2,500	$	69.00		7/01/2016
Total:				5,000		12,500


⁽¹⁾		Grants beginning July 1, 2005 are SARs. Grants prior to July 1, 2005 are stock options.

⁽²⁾		All SAR awards to non-employee Directors cliff vest on the third anniversary of the date of grant and expire ten years from the grant date.

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SUMMARY COMPENSATION TABLE


Name and							Option		All Other
Principal Position	Year		Salary		Bonus⁽¹⁾		Awards⁽²⁾		Compensation⁽³⁾		Total


Haley, CEO		2006	$	775,000	$	1,800,000	$	2,768,825	$	204,645	$	5,548,470
Van Oss, CFO		2006	$	472,500	$	575,000	$	976,135	$	88,493	$	2,112,128
Engel, COO		2006	$	472,500	$	575,000	$	916,569	$	63,050	$	2,027,119
Goodwin, VP		2006	$	275,000	$	305,000	$	350,553	$	66,327	$	996,880
Thimjon, VP		2006	$	255,000	$	288,000	$	375,082	$	63,188	$	981,270


⁽¹⁾		Represents bonus amounts which reflect compensation earned in year 2006, but approved and paid in year 2007, in the amounts of $1,600,000, $495,000, $495,000, $265,000 and $248,000 for Messrs. Haley, Van Oss, Engel, Goodwin, and Thimjon, respectively. Also includes amounts paid under our special one-year Value Acceleration Program (VAP). See page 17 for a description of our annual incentive bonus program and the VAP.

⁽²⁾		Represents compensation costs recognized in our financial statements for the fiscal year ended December 31, 2006, with respect to awards granted in previous years beginning in 2003 through year 2006. All equity awards prior to 2003 had no impact on compensation expense in 2006. These SAR awards are subject to time-based vesting criteria. The assumptions used in calculating these amounts are set forth in Note 13 to our financial statements for the year ended December 31, 2006, which is located on Page 69 of our Annual Report onForm 10-K. All the equity awards were granted under our 1999 Long-Term Incentive Plan, as amended and approved by our Board and stockholders.

⁽³⁾		See the All Other Compensation For 2006 Table for additional information.

ALL OTHER COMPENSATION FOR 2006

The following table describes each component of the All Other Compensation in the Summary Compensation Table.


					Payments
					Relating to
					Employee
	Other		Auto		Retirement		Tax
NEO	Benefits⁽¹⁾		Allowance⁽²⁾		Savings Plan⁽³⁾		Payments⁽⁴⁾		Total

Haley	$	9,036	$	12,000	$	179,751	$	3,858	$	204,645
Van Oss	$	7,339	$	12,000	$	66,633	$	2,522	$	88,493
Engel	$	1,290	$	12,000	$	49,575	$	185	$	63,050
Goodwin	$	1,290	$	12,000	$	52,859	$	179	$	66,327
Thimjon		—	$	12,000	$	51,188		—	$	63,188


⁽¹⁾		This column reports the total amount of other benefits provided, none of which exceeded $10,000 for the named executive officer. These other benefits include (a) Company-paid travel for the executive’s spouse, and (b) club dues.

⁽²⁾		Represents a $1,000 monthly automobile allowance.

⁽³⁾		Includes (a) Company matching contributions to the named executive officer’s 401(k) Retirement Savings Plan account and Deferred Compensation Plan account within limitations imposed by IRS rules, and (b) discretionary Company contributions to the named executive officer’s 401(k) Retirement Savings Plan account and Deferred Compensation Plan per program guidelines and as approved by the Board.

⁽⁴⁾		Represents “Gross-Up Payments” to the named executive officers for taxes on reportable income resulting from Company-paid benefits including club dues and spousal travel expenses.

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NONQUALIFIED DEFFERED COMPENSATION FOR 2006

The table below provides information on the non-qualified deferred compensation of the named executives in 2006.


	Executive		Registrant		Aggregate		Aggregate		Aggregate
	Contribution		Contributions		Earnings		Withdrawals/		Balance
Name	in Last FY⁽¹⁾		in Last FY⁽²⁾		in Last FY⁽³⁾		Distributions		at Last FYE⁽⁴⁾


Haley	$	237,500	$	167,138	$	179,209		0	$	2,077,702
Van Oss	$	180,500	$	50,027	$	89,261		0	$	804,756
Engel	$	60,150	$	37,069	$	13,080		0	$	158,418
Goodwin	$	60,000	$	32,717	$	46,178		0	$	459,983
Thimjon	$	28,800	$	30,519	$	38,170		0	$	335,704


⁽¹⁾		Reflects participation by the named executive officers in the Deferred Compensation Plan during 2006, including deferral of portions of both base salary and incentive compensation. The named executive officers cannot withdraw any amounts from their deferred compensation balances until termination, retirement, death or disability with the exception that the Compensation Committee may approve an amount (“hardship withdrawal”) necessary to meet unforeseen needs in the event of an emergency.

⁽²⁾		Amounts in this column are reported as compensation in the “All Other Compensation” column of the Summary Compensation Table on page 26, and the All Other Compensation Table on page 26. Reflects Company contributions credited on an unfunded basis to the account of the named executive officers in 2006. Company contributions are comprised of the following two components: (1) 50% match of participant deferrals (with the match not to exceed 3% of compensation) less the Company match contribution to the 401(k) Retirement Savings Plan, and (2) Company discretionary contributions to the 401(k) Retirement Savings Plan in the absence of IRS limitations less the actual Company discretionary contribution to the 401(k) Retirement Savings Plan.

⁽³⁾		Reflects investment returns or earnings calculated by applying the investment return rate at the valuation date to the average balance of the participant’s deferral account and Company contribution account since the last valuation date for each investment vehicle selected by the participant. Investment vehicles available to participants are a subset of those offered in the Company’s 401(k) Retirement Savings Plan and notably do not include Company stock.

⁽⁴⁾		Based upon years of service to the Company, Mr. Haley, Mr. Van Oss, Mr. Goodwin and Mr. Thimjon are each fully vested in the aggregate balance of their respective accounts at last year end. Mr. Engel is 0% vested in the Company contribution account portion of his aggregate balance based upon completed years of service, yielding an unvested balance of $57,380.

27

GRANTS OF PLAN-BASED AWARDS FOR 2006


			All Other Option		Exercise or
			Awards: Number of		Base Price of		Full Grant
	Grant		Securities Underlying		Option Awards		Date Fair
Name	Date		Options⁽¹⁾		($/SH)⁽²⁾		Value⁽³⁾

Haley		7/01/06		100,000	$	69.00	$	3,078,000
Van Oss		7/01/06		37,500	$	69.00	$	1,154,250
Engel		7/01/06		37,500	$	69.00	$	1,154,250
Goodwin		7/01/06		8,500	$	69.00	$	261,630
Thimjon		7/01/06		8,500	$	69.00	$	261,630


⁽¹⁾		Represents the number of SARs granted in 2006 to the named executive officers. These SARs will vest and become exercisable ratably in three equal annual installments beginning on July 1, 2007, which is one year after the grant date.

⁽²⁾		Represents the exercise price for the SARs granted, which was the closing price of our Company stock on June 30, 2006, in accordance with Compensation Committee action on May 17, 2006.

⁽³⁾		Represents the full grant date fair value of SARs under Financial Accounting Standards No. 123R (referred to as “FAS 123R”) granted to the named executive officers. The full grant date fair value is the amount that the Company would expense in its financial statements over the awards vesting schedule without adjustment for forfeitures. Fair value is calculated using the Black Scholes value on the grant date of $30.78, and is accounted for in accordance with FAS 123R. For additional information on the valuation assumptions, refer to Note 13 of the Company’s financial statements in the Annual Report onForm 10-K for the year ended December 31, 2006. These amounts reflect the Company’s accounting expense and do not necessarily correspond to the actual value that will be recognized by the named executive officers.

28

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END


			Number of		Number of
			Securities		Securities
			Underlying		Underlying
	Option		Unexercised		Unexercised		Option		Option
	Grant		Options		Options		Exercise		Expiration
Name	Date		Exercisable		Un-Exercisable		Price		Date


Haley		08/06/1998		211,875		325,125		$10.75		08/06/2008
		05/11/2000		100,000		—		$9.875		05/11/2010
		12/21/2001		100,000		—		$4.50		12/21/2011
		08/22/2003		300,000		—		$5.90		08/22/2013
		09/29/2004		133,333		66,667		$24.02		09/29/2014
		07/01/2005		66,667		133,333		$31.65		07/01/2015
		07/01/2006		—		100,000		$69.00		07/01/2016
Total:				911,875		625,125

Van Oss		08/06/1998		—		26,010		$10.75		08/06/2008
		05/11/2000		27,500		—		$9.875		05/11/2010
		10/23/2000		22,500		—		$9.3125		10/23/2010
		12/21/2001		50,000		—		$4.50		12/21/2011
		08/22/2003		70,000		—		$5.90		08/22/2013
		09/29/2004		46,667		23,333		$24.02		09/29/2014
		07/01/2005		25,000		50,000		$31.65		07/01/2015
		07/01/2006		—		37,500		$69.00		07/01/2016
Total:				241,667		110,833
Engel		07/14/2004		66,667		33,333		$16.82		07/14/2014
		07/14/2004		100,000		—		$16.82		07/14/2014
		07/01/2005		25,000		50,000		$31.65		07/01/2015
		07/01/2006		—		37,500		$69.00		07/01/2016
Total:				191,667		120,833

Goodwin		08/06/1998		—		47,685		$10.75		08/06/2008
		12/21/2001		35,000		—		$4.50		12/21/2011
		08/22/2003		12,667		—		$5.90		08/22/2013
		09/29/2004		10,000		10,000		$24.02		09/29/2014
		07/01/2005		8,334		16,666		$31.65		07/01/2015
		07/01/2006		—		8,500		$69.00		07/01/2016
Total:				66,001		82,851

Thimjon		08/06/1998		—		47,685		$10.75		08/06/2008
		05/11/2000		25,000		—		$9.875		05/11/2010
		12/21/2001		35,000		—		$4.50		12/21/2011
		08/22/2003		12,667		—		$5.90		08/22/2013
		09/29/2004		23,333		11,667		$24.02		09/29/2014
		07/01/2005		8,334		16,666		$31.65		07/01/2015
		07/01/2006		—		8,500		$69.00		07/01/2016
Total:				104,334		84,698

29

OPTION AWARDS VESTING SCHEDULE


Grant Date		Vesting Schedule


08/06/1998		Time vested in1/8 increments annually for four years beginning June 5, 1999 and ending June 5, 2002.
		Performance-based vesting in1/8 increments upon achieving both EBITDA margins of 4.0%, 4.3%, 4.6%, and 4.8% and EBITDA of $122.6 million, $149.6 million, $176.7 million, and $206.9 million in 1998, 1999, 2000, and 2001, respectively. Upon achieving EBITDA margin of 5.0% and EBITDA dollars of $240.2 million in 2002, any unvested performance-based options would become vested after 2002. Any unvested performance-based options will vest on January 1, 2008.
05/11/2000		Performance vested on May 11, 2006 upon achievement of 4.9% EBITDA margin in 2005.*
10/23/2000		Performance vested on October 23, 2006 upon achieving 4.9% EBITDA in 2005.*
12/21/2001		Performance vested on December 21, 2006 upon achieving performance criteria of 5% EBITDA margin in 2005. In the absence of achieving the performance criteria, the award would have vested in full on December 21, 2011.*
08/22/2003		Time-based vesting in1/3 increments annually on the anniversary of the grant date.
07/14/2004(a)		Time-based vesting in1/3 increments annually on the anniversary of the grant date.
07/14/2004(b)		Performance vested on July 14, 2006 upon achieving performance criteria of 5% EBITDA margin in 2005. In the absence of achieving the performance criteria, the award would have vested in full on July 14, 2014.*
09/29/2004		Time-based vesting in1/3 increments annually on the anniversary of the grant date.
07/01/2005		Time-based vesting in1/3 increments annually on the anniversary of the grant date.
07/01/2006		Time-based vesting in1/3 increments annually on the anniversary of the grant date.


*		For additional information regarding this performance criteria, see “Compensation Discussion and Analysis — Stock Based Awards” on page 18.

30

OPTION EXERCISES AND STOCK VESTED


	Option Awards		Option Awards
	Number of Shares		Before Tax Value
Name	Acquired on Exercise		Realized on Exercise


Haley⁽¹⁾		330,000	$	11,137,500

Van Oss⁽²⁾		60,962	$	4,113,097
Engel⁽³⁾		0	$	0

Goodwin⁽⁴⁾		144,684	$	7,951,218
Thimjon⁽⁵⁾		10,000	$	502,850


⁽¹⁾		Mr. Haley exercised 330,000 options on January 13, 2006, with an exercise price of $10.75 and market price of $44.50.

⁽²⁾		Mr. Van Oss exercised (i) 17,612 options on April 27, 2006 with an exercise price of $4.34 and market price of $76.30; (ii) 8,100 options on April 27, 2006 with an exercise price of $10.75 and market price of $75.50; (iii) 4,700 options on April 28, 2006 with an exercise price of $10.75 and market price of $75.50; (iv) 12,900 options on May 1, 2006 with an exercise price of $10.75 and market price of $75.95; (v) 4,300 options on May 3, 2006 with an exercise price of $10.75 and market price of $76.50; and (vi) 13,350 options May 4, 2006 with an exercise price of $10.75 and market price of $77.65.

⁽³⁾		Mr. Engel did not exercise any stock options in 2006.

⁽⁴⁾		Mr. Goodwin exercised (i) 10,000 options on February 21, 2006 with an exercise price of $5.90 and market price of $55.47; (ii) 4,808 options on February 23, 2006 with an exercise price of $5.90 and market price of $59.31; (iii) 10,000 options on March 1, 2006 with an exercise price of $10.75 and market price of $60.28; (iv) 20,000 options on March 27, 2006 with an exercise price of $10.75 and market price of $63.97; (v) 29,475 options on April 3, 2006 with an exercise price of $10.75 and market price of $68.51; (vi) 10,000 SARs on May 3, 2006 with an exercise price of $24.02 and market price of $76.85; (vii) 35,000 options on May 11, 2006 with an exercise price of $9.875 and market price of $76.55; (viii) 8,334 SARs on December 13, 2006 with an exercise price of $31.65 and market price of $63.73; (ix) 10,000 SARs on December 13, 2006 with an exercise price of $24.02 and market price of $63.73; and (x) 7,067 options on December 18, 2006 with an exercise price of $5.90 and market price of $63.94.

⁽⁵⁾		Mr. Thimjon exercised 10,000 options on August 15, 2006 with an exercise price of $9.875 and market price of $60.16.

31

POTENTIAL PAYMENTS UPON TERMINATION OR
CHANGE IN CONTROL: HALEY

Each of the following potential scenarios represent circumstances under which the named executive could potentially terminate employment with the Company. A description of the compensation benefits due the executive in each scenario is provided. In each case, the date of the triggering event is assumed to be December 31, 2006. The amounts described in the table below will change based on the assumed termination date. The determination of compensation due to Mr. Haley upon separation from the Company is governed by his employment agreement with the Company dated June 5, 1998.

“Change in Control” means the occurrence of any of the following events: (a) the acquisition by any entity not affiliated with the Company of 50% or more of the outstanding voting securities of the Company; (b) a merger or consolidation of the Company resulting in Company shareholders having less than 50% of the combined voting power; (c) the liquidation or dissolution of the Company; (d) the sale of the assets of the Company to an entity unrelated to the Company.

“Not for Cause” means any termination other than for disability or for willful failure of the executive to perform his duties; willful serious misconduct that is materially injurious to the Company; conviction of a felony crime; or material breach of a covenant for non-disclosure, non-compete, or relating to Company stock.

“Good Reason” means the executive’s duties are significantly different than those originally assigned to him; non-extension of his employment agreement; employment agreement was not assumed by a successor; position as CEO was not continued or he was not reelected as Director to the Board; or benefits have been materially reduced.


					Involuntary		Involuntary
Executive Benefits					Not For		or Good
and Payments Upon	Voluntary		Change		Cause		Reason
Termination	Termination⁽¹⁾		in Control⁽²⁾		Termination⁽³⁾		Termination⁽³⁾		Death⁽⁴⁾		Disability⁽⁴⁾


Compensation:

Prorated Annual Earned Incentive	$	1,800,000	$	1,800,000	$	1,800,000	$	1,800,000	$	1,800,000	$	1,800,000
Base Salary			$	2,316,667	$	2,316,667	$	2,316,667	$	1,500,000	$	1,500,000

Incentive			$	5,100,000	$	5,100,000	$	5,100,000	$	3,400,000	$	3,400,000
Accelerated Options & SARS			$	7,108,990	$	7,108,990	$	7,108,990	$	7,108,990	$	7,108,990

Benefits and Perquisites:
Life Insurance Coverage			$	10,692	$	7,128	$	7,128			$	7,128

Medical Benefits			$	29,646	$	19,764	$	19,764	$	19,764	$	19,764
280G Tax Gross-Up			$	2,997,290

Total:	$	1,800,000	$	19,363,285	$	16,352,549	$	16,352,549	$	13,828,754	$	13,835,882


⁽¹⁾		Voluntary Termination

		Prorated annual incentive compensation for the portion of the fiscal year employed.

⁽²⁾		Change in Control

		Average base salary continuation for three years. Prorated annual incentive compensation for the portion of the fiscal year employed. Contractual incentive of average annual incentive compensation for three years. All stock options become fully vested and exercisable for 18 months. Continued participation for three years in benefits programs so long as executive makes timely payment of premiums, contributions, and co-payments. A “Gross-Up-Payment”sufficient to reimburse the executive for 100% of any excise taxes payable as a result of termination payments plus any income taxes on the reimbursement payment itself.

32


⁽³⁾		Involuntary Not for Cause or Involuntary Executive for Good Reason Termination

		Average base salary continuation for three years. Prorated annual incentive compensation for the portion of the fiscal year employed. Contractual incentive of average annual incentive compensation for three years. All stock options become fully vested and exercisable for 18 months. Continued participation for two years in benefits programs so long as executive makes timely payment of premiums, contributions, and co-payments.

⁽⁴⁾		Death or Disability

		Average base salary continuation for two years. Prorated annual incentive compensation for the portion of the fiscal year employed. Average annual incentive compensation for two years. All stock options become fully vested and exercisable for 18 months. Continued participation for two years in benefits programs so long as executive makes timely payment of premiums, contributions, and co-payments.

33

POTENTIAL PAYMENTS UPON TERMINATION OR
CHANGE IN CONTROL: VAN OSS

Each of the following potential scenarios represent circumstances under which the named executive could potentially terminate employment with the Company. A description of the compensation benefits due the executive in each scenario is provided. In each case, the date of the termination is assumed to be December 31, 2006. The amounts described in the table below will change based on the assumed termination date. The determination of compensation due to Mr. Van Oss upon separation from the Company is governed by his employment agreement with the Company dated December 15, 2006.

“Change in Control” means the occurrence of any of the following events: (a) the acquisition by any entity not affiliated with the Company of 30% or more of the outstanding voting securities of the Company; (b) a merger or consolidation of the Company resulting in Company shareholders having less than 70% of the combined voting power; (c) the liquidation or dissolution of the Company; (d) the sale of the assets of the Company to an entity unrelated to the Company; or (e) during any two year period, a majority change of duly elected Directors.

“Not for Cause” means any termination other than for a material breach of the executive’s employment agreement; the executive engaging in a felony or engaging in conduct which is injurious to the Company, its customers, employees, suppliers, or shareholders; the executive’s failure to timely and adequately perform his duties; or the executive’s material breach of any manual or written policy, code or procedure of the Company.

“Good Reason” means the executive has not consented to a reduction in the executive’s base salary; a relocation of the executive’s primary place of employment to a location more than 50 miles from Pittsburgh, Pennsylvania; or any material reduction in the executive’s offices, titles, authority, duties or responsibilities.


			Involuntary		Involuntary
Executive Benefits			Not For		or Good
and Payments Upon	Change in		Cause		Reason
Termination	Control⁽¹⁾		Termination⁽²⁾		Termination		Death⁽³⁾		Disability⁽⁴⁾


Compensation:

Prorated Annual Earned Incentive	$	575,000	$	575,000	$	575,000	$	575,000
Base Salary and Incentive	$	1,485,000	$	1,113,750	$	1,113,750

Accelerated Options & SARS	$	2,336,989	$	2,336,989	$	2,336,989
Benefits and Perquisites:

Medical Benefits	$	17,760	$	7,760	$	7,760			$	17,760
280G Tax Gross-Up	$	624,242

Total:	$	5,038,991	$	4,043,499	$	4,043,499	$	575,000	$	17,760


⁽¹⁾		Change in Control

		Monthly base salary times 1.5 continuation for 24 months. Prorated annual incentive compensation for the portion of the fiscal year employed. All stock options become fully vested and exercisable for 12 months. Company paid welfare benefits (COBRA continuation coverage) for 24 months. A “Gross-Up-Payment” sufficient to reimburse the executive for 50% of any excise taxes payable as a result of termination payments plus any income taxes on the reimbursement payment itself.

34


⁽²⁾		Involuntary Not for Cause or Involuntary Executive for Good Reason Termination

		Monthly base salary times 1.5 continuation for 18 months. Prorated annual incentive compensation for the portion of the fiscal year employed. All stock options become fully vested and exercisable for 60 days. Company paid welfare benefits (COBRA continuation coverage) for 18 months.

⁽³⁾		Death

		Prorated annual incentive compensation for the portion of the fiscal year employed.

⁽⁴⁾		Disability

		Welfare benefits (COBRA continuation coverage) for 18 months.

35

POTENTIAL PAYMENTS UPON TERMINATION OR
CHANGE IN CONTROL: ENGEL

Each of the following potential scenarios represent circumstances under which the named executive could potentially terminate employment with the Company. A description of the compensation benefits due the executive in each scenario is provided. In each case, the date of the termination is assumed to be December 31, 2006. The amounts described in the table below will change based on the assumed termination date. The determination of compensation due to Mr. Engel upon separation from the Company is governed by his employment agreement with the Company dated July 14, 2006.

“Change in Control” means the occurrence of any of the following events: (a) the acquisition by any entity not affiliated with the Company of 30% or more of the outstanding voting securities of the Company; (b) a merger or consolidation of the Company resulting in Company shareholders having less than 70% of the combined voting power; (c) the liquidation or dissolution of the Company; (d) the sale of the assets of the Company to an entity unrelated to the Company; or (e) during any two year period, a majority change of duly elected Directors.

“Not for Cause” means any termination other than for a material breach of the executive’s employment agreement; the executive engaging in a felony or engaging in conduct which is injurious to the Company, its customers, employees, suppliers, or shareholders; the executive’s failure to timely and adequately perform his duties; or the executive’s material breach of any manual or written policy, code or procedure of the Company.

“Good Reason” means the executive has not consented to a reduction in the executive’s base salary; a relocation of the executive’s primary place of employment to a location more than 50 miles from Pittsburgh, Pennsylvania; or any material reduction in the executive’s offices, titles, authority, duties or responsibilities.


					Involuntary
Executive Benefits and			Involuntary		or Good
Payments Upon	Change in		Not for Cause		Reason
Termination	Control⁽¹⁾		Termination⁽²⁾		Termination		Death⁽³⁾		Disability⁽⁴⁾


Compensation:

Prorated Annual Earned Incentive	$	575,000	$	575,000	$	575,000	$	575,000
Base Salary and Incentive	$	1,485,000	$	1,113,750	$	1,113,750

Accelerated Options & SARS	$	2,256,893	$	2,256,893	$	2,256,893
Benefits and Perquisites:

Medical Benefits	$	18,324	$	18,324	$	18,324			$	18,324
280G Tax Gross-Up	$	624,242

Total:	$	4,959,459	$	3,963,967	$	3,963,967	$	575,000	$	18,324


⁽¹⁾		Change in Control

		Monthly base salary times 1.5 continuation for 24 months. Prorated annual incentive compensation for the portion of the fiscal year employed. All stock options become fully vested and exercisable for 12 months. Company paid welfare benefits (COBRA continuation coverage) for 24 months. A “Gross-Up-Payment” sufficient to reimburse the executive for 50% of any excise taxes payable as a result of termination payments plus any income taxes on the reimbursement payment itself.

36


⁽²⁾		Involuntary Not for Cause or Involuntary Executive for Good Reason Termination

		Monthly base salary times 1.5 continuation for 18 months. Prorated annual incentive compensation for the portion of the fiscal year employed. All stock options become fully vested and exercisable for 60 days. Company paid welfare benefits (COBRA continuation coverage) for 18 months.

⁽³⁾		Death

		Prorated annual incentive compensation for the portion of the fiscal year employed.

⁽⁴⁾		Disability

		Welfare benefits (COBRA continuation coverage) for 18 months.

37


Item 2 —	Proposal to Vote For Ratification of Independent Registered Public Accounting Firm

Our Board unanimously recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2007.

The Audit Committee of our Board has selected PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2007. We are submitting the appointment of the independent registered public accounting firm to you for ratification at the Annual Meeting. Although ratification of this appointment is not legally required, our Board believes it is appropriate for you to ratify this selection. In the event that you do not ratify the selection of PricewaterhouseCoopers as our Company’s independent registered public accounting firm, our Audit Committee may reconsider its selection.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2007.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Appointment of Independent Registered Public Accounting Firm

Our Audit Committee has appointed PricewaterhouseCoopers as our independent registered public accounting firm to audit our 2007 financial statements.

PricewaterhouseCoopers has served as ~~the Company’s~~our independent registered public accounting firm since 1994. Representatives of PricewaterhouseCoopers will be present at the Annual Meeting, and will have an opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

~~STOCKHOLDER PROPOSALS FOR 2007 ANNUAL MEETING~~Independent Registered Public Accounting Firm Fees and Services

~~No stockholder proposals~~

Aggregate fees for all professional services rendered to us by PricewaterhouseCoopers for the years ended December 31, 2006 and 2005 were ~~submitted~~as follows:


	2006		2005

Audit fees	$	1,524,168	$	1,645,000
Audit-related fee	$	43,500	$	35,400
Tax fees	$	218,713	$	461,000

	$	1,786,381	$	2,141,400

The audit fees for ~~consideration~~the years ended December 31, 2006 and 2005, were for professional services rendered for the audits of our consolidated financial statements, reviews of our quarterly consolidated financial statements and statutory audits. The fees for the year ended December 31, 2006 and 2005 include fees related to our compliance with Section 404 of the Sarbanes-Oxley Act.

The audit-related fees for the years ended December 31, 2006 and 2005, were for assurance and related services for employee benefit plan audits, accounting consultations, attest services, and software licensing fees.

Tax fees for the years ended December 31, 2006 and 2005, were for services related to tax planning and compliance.

Audit Committee Pre-Approval Policies and Procedures

Our Audit Committee has the sole authority to pre-approve, and has policies and procedures that require the pre-

38

approval by them of all fees paid for services performed by, our independent registered public accounting firm. At the beginning of each year, the Audit Committee approves the proposed services for the year, including the nature, type and scope of services and the related fees. Audit Committee pre-approval is also obtained for any other engagements that arise during the course of the year. During 2006 and 2005, all of the audit and non-audit services provided by PricewaterhouseCoopers were pre-approved by the ~~Board~~Audit Committee.

Report of the Audit Committee

Management of the Company has the primary responsibility for the ~~2006 Annual Meeting. Rule~~ ~~14a-8~~financial statements and the reporting process including the system of internal controls. The Audit Committee is responsible for reviewing the Company’s financial reporting process.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Committee that the financial statements of the ~~Exchange Act contains~~Company were prepared in accordance with generally accepted accounting principles, and the ~~procedures for~~Committee reviewed and discussed the Company’s audited financial statements with management and the independent registered public accounting firm. The Committee discussed with the independent registered public accounting firm matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards AU § 380).

In addition, the Committee has discussed with its independent registered public accounting firm, the independent registered public accounting firm’s independence from the Company and its management, including ~~certain stockholder proposals~~the matters in the ~~Company’s Proxy Statement and related materials. The deadline for submitting a stockholder proposal~~written disclosures pursuant to Rule 3600T of the Public Company Accounting Oversight Board, which adopts on an interim basis Independence Standards Board (ISB) Standard No. 1.

The Audit Committee discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plan for their respective audits. The Committee meets with the internal auditors and independent registered public accounting firm, with and without management present, to discuss the results of their audits, including their audit of the Company’s internal controls and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to our Board and our Board has approved, that the audited financial statements be included in the Annual Report on~~14a-8~~Form 10-K for the ~~2007 Annual Meeting of~~year ended December 31, 2006, for filing with the Company is the date, which is 120 days prior to the first anniversary date of the mailing of this Proxy Statement, or December 18, 2006. With respect to any stockholder proposal outside the procedures provided in Rule ~~14a-8~~Securities and received by the Company no later than 45 days prior to the first anniversary date of the mailing of this Proxy Statement, or March 3, 2007, the Company may be required to include certain limited information concerning such proposal inExchange Commission. The Committee and our Board also appointed PricewaterhouseCoopers LLP as the Company’s ~~Proxy Statement so that proxies solicited~~independent registered public accounting firm, for the 2007 Annual Meeting may confer discretionary authority to vote on any such matter. Any stockholder proposals should be addressed to the Corporate Secretary of the Company, 225 West Station Square Drive, Suite 700, Pittsburgh, Pennsylvania 15219.2007.

Respectfully Submitted:

The Audit Committee

Robert J. Tarr, Jr.,Chairman

Sandra Beach Lin

Steven A. Raymund

William J. Vareschi

39

22

APPENDIX A

WESCO INTERNATIONAL, INC.

INDEPENDENCE POLICY

The Board of Directors of WESCO International, Inc. has adopted the following standards for determining the independent status of each its Directors for purposes of serving on the Board and its Committees and complying with the listing standards of the New York Stock Exchange and Securities and Exchange Commission rules on corporate governance. The Board of Directors will, on an annual basis, affirmatively determine the independent status of each of its Directors relative to the standards that have been adopted. Such standards and determinations will be disclosed in the Company’s proxy materials and Annual Report onForm 10-K, as required.

Independence Standards

A member of the Company’s Board is considered to be independent of management of the Company, unless:


	~~Such Director is also a member of management of the Company,~~

	Such Director (or an immediate family member of such Director) received more than $100,000 in direct compensation in any one year within the past three years for services, other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service),

	Such Director (or an immediate family member of such Director) was affiliated with or employed, in a professional capacity, by a present or former internal or external auditor of the Company within the past three years,

	Such Director (or an immediate family member of such Director) was employed, as an executive officer, by another company where any of the Company’s present executive officers served on such company’s compensation committee within the past three years,

	Such Director (or an immediate family member of such Director) was an employee of a company that made payments to, or received payments from, the Company for property or services in an amount which, in any single fiscal year, exceeded $1 million or 2% of such other company’s consolidated gross revenues, whichever was greater, during the past three years,

	Such Director (or an immediate family member of such Director) was an employee of a company that was indebted to the Company in an amount that exceeds 5% of such company’s total assets or 5% of the Company’s total assets at the end of each respective fiscal year within the past three years, or

	Such Director (or immediate family member of such Director) was affiliated, either as an employee, officer or director, with a foundation, university or other non-profit organization that received a donation from the Company in excess of $100,000 or from an executive officer of the Company in excess of $10,000 in any one year during the past three years.

Such Director is also a member of management of the Company,

Such Director (or an immediate family member of such Director) received more than $100,000 in direct compensation in any one year within the past three years for services, other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service),

Such Director (or an immediate family member of such Director) was affiliated with or employed, in a professional capacity, by a present or former internal or external auditor of the Company within the past three years,

Such Director (or an immediate family member of such Director) was employed, as an executive officer, by another company where any of the Company’s present executive officers served on such company’s compensation committee within the past three years,

Such Director (or an immediate family member of such Director) was an employee of a company that made payments to, or received payments from, the Company for property or services in an amount which, in any single fiscal year, exceeded $1 million or 2% of such other company’s consolidated gross revenues, whichever was greater, during the past three years,

Such Director (or an immediate family member of such Director) was an employee of a company that was indebted to the Company in an amount that exceeds 5% of such company’s total assets or 5% of the Company’s total assets at the end of each respective fiscal year within the past three years, or

Such Director (or an immediate family member of such Director) was affiliated, either as an employee, officer or director, with a foundation, university or other non-profit organization that received a donation from the Company in excess of $100,000 or from an executive officer of the Company in excess of $10,000 in any one year during the past three years.

For purposes of participating on the Audit Committee of the Board, such Director (in addition to the above) will also meet the independence requirements set forth inRule 10A-3 of the Securities Exchange Act of 1934, as amended.

A-1

~~A-1~~


This Proxy iss i solicited on behalf of ~~the~~h t e Board of Directors. The Board of Directors recommends a vote FOR ~~the foregoing~~t h e o f regoing proposals.	Please Mark Here for ~~Address~~ Addre ss Change or ~~Comments~~	o
	~~SEE REVERSE~~ Comme ntsSE E REVE RSE SIDE

FOR AGAIN ST ABSTAIN 1

. ELECTION OF DIRECTORS:

2. Ratification of In dependent Registered Public Accounting firm for 01 Sandra Beach Lin 2007: PricewaterhouseCoopers LLP 0 2 Robert J. Tarr, Jr. 0 3 Kenneth L. Way The ~~election of three directors,~~

~~01 Steven A. Raymund 02 Lynn M. Utter Jr. 03 William J Vareschi for~~above to be elected o f r a ~~three-year~~two-year term to expire in ~~2009~~

2010. In their ~~discretion, the~~discretio n, h t e Proxies are authorized to vote upon such ~~other~~oth er business as may properly come before the ~~meeting.~~meeti ng. This proxy, when properly executed ~~will~~ wilbe voted in the manner directed herein by theFORall nominees lis t e d ab oveWT I HHOLD AUTHORIT Y undersigned ~~stockholder.~~sto ckholder. If no ~~direction~~dir ection is made, ~~the proxy will~~t h e pro xy wil l be voted FOR ~~the~~t h e foregoing proposals.

~~FOR~~ ~~all nominees listed above~~
~~(except~~ (except as marked ~~to the~~t o t h e contrary)

o

~~WITHHOLD AUTHORITY~~
to vote for all nominees ~~listed~~list ed above

o

~~Please~~ Ple ase sign exactly as name appears below. When shares are held by joint ~~tenants,~~e t nants, both should sign. When signing as attorney, as executor, ~~administrator, trustee~~admnistra i tor, r t ustee or guardian, please give ~~full title~~f u ll ittle as such. If a ~~corporation,~~corporati on, please sign ~~in full~~n i f u ll corporate name by President or other authorized officer. If a partnership, ~~please~~(I nstruction: To wit hhold authority t o vote o f r any nominee, wri t e pe l ase sign inn i partnership name by authorized ~~person.~~

~~(Instruction: To withhold authority to vote for any nominee write~~pers on. that nominee’s name on t h e line below.) Ple ase disregard f i you have previously provided your consent decision. I PLAN TO ATTEND THE MEETINGSignature Signature Date , 2007 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. FOLD AND DETACH HERE WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING, BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK. Internet and telephone voting is available through 11:59 PM Eastern Time the ~~line below)~~

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

2

~~Ratification of~~day prior to Annual Meetin g day. Your n I ternet or telephone vote authorizes the ~~Independent Registered Public Accounting firm for 2006: PricewaterhouseCoopers LLP~~

o

named proxies to vote your shares in the same manner as f i you marked, signed and returned your proxy card. INTERNET TELEPHONE http:/ /www.p roxyvoting.com/wcc 1-866-540-5760Use the internet to vote your proxy.ORUse any touch-tone tele phone to Have your proxy card in hand vote your proxy. Have your proxy when you access h t e web site. card in hand when you call. If you vote your proxy by Inte rnet or by tele phone, you do NOT need to mail back your proxy card. To vote by mail , mark, sign and date your proxy card and return t i in the enclosed postage-paid envelope. ChooseMLink^SM ~~for fast,~~o f r f a st, easy and secure 24/7 online access to your ~~future proxy~~f u ture pro xy materials, ~~investment~~n i vestment plan statements, tax documents and more. Simply log on toInvestor ~~Service Direct~~Servic eDirect^{^®}at ~~www.melloninvestor.com/~~www.mellonin vestor.com/isd where step-by-step ~~instructions will~~instructi ons wil l prompt you through ~~enrollment.~~

~~Please disregard if you have previously provided your consent decision~~

enro llment.You can vie w the Annual Report and Proxy Statement on the Interneta t www.wesco.com/annualreport


~~Signature~~	~~Signature~~	~~Date~~	~~, 2006~~

~~PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.~~

5~~FOLD AND DETACH HERE~~5

~~Vote by Internet or Telephone or Mail~~

~~24 Hours a Day, 7 Days a Week~~

~~Internet and telephone voting is available through 11:59 PM Eastern Time~~
~~the day prior to annual meeting day.~~

~~Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner~~
~~as if you marked, signed and returned your proxy card.~~

~~Internet~~

~~Telephone~~

~~Mail~~

~~http://www.proxyvoting.com/wcc~~

~~1-866-540-5760~~

~~Use the internet to vote your proxy. Have your proxy card in hand when you access the web site.~~

OR

~~Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.~~

OR

~~Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.~~

~~If you vote your proxy by Internet or by telephone,~~
~~you do NOT need to mail back your proxy card.~~

~~You can view the Annual Report and Proxy Statement~~
~~on the Internet at www.wesco.com/annualreport~~


	WESCO International, Inc. This Proxy is soli cited on behalf 225 West Station Square Drive, Suite 700 ~~Pittsburgh, Pennsylvania 15219~~	~~This Proxy is solicited on behalf~~ of the Board of Directors. The Board of ~~Directors recommends a vote~~ Pittsburgh, Pennsylvania1 5219-1122 Directorsr ecommends av ote FOR the ~~foregoing proposals.~~foregoingp roposals. PROXY

	��

	~~PROXY~~


	The undersigned hereby appoints Stephen A. Van Oss and Marcy Smorey-Giger as ~~Proxies,~~Proxie s, and each of them with ~~full power~~fullp ower of substitution, to ~~represent the undersigned~~representt heu nders igned and to vote all shares of common stock of WESCO International, Inc., which the undersigned would be entitled to vote iff i personally ~~present and voting~~presenta nd votin g at the Annual Meeting of Stockholders to be held May ~~17, 2006~~23, 2007 or any adjournment ~~thereof, upon all matters coming~~t h ereof, upona llm atters comin g before the meeting.



	Address Change/Comments (~~Mark~~ M ark the ~~corresponding box~~correspondingb ox on the reverse side) FOLD AND DETACH HERE PRINT AUTHORIZATION To commencep rinting on this proxy cardp lease sign, date and faxt his cardt o: 732-802-0260 SIGNATURE:___DATE:___





				Mark this box if you would lik e the Proxy Card EDGARized: ASCII EDGAR I (HTML)( T HIS BOXED AREA DOES NOT PRINT) RegisteredQ uantit y 2000.00

5~~FOLD AND DETACH HERE~~5


o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Section 240.14a-12


~~Sandra Beach Lin~~ ~~Age: 48~~ ~~Director since 2002~~		Ms. Beach Lin joined Avery Dennison Corporation in 2005 as Group Vice President, Specialty Materials & Converting Worldwide. She previously served as President, Alcoa Closure Systems International, joining Alcoa in 2002 after 20 years of business experience in the specialty chemicals, medical products, and automotive components industries. She joined Honeywell (then AlliedSignal) in 1994 and held various general management positions, most recently serving as President of Bendix Commercial Vehicle Systems.
~~Robert J. Tarr, Jr~~ ~~Age: 62~~ ~~Director since 1998~~		Mr. Tarr is a Professional Director and Private Investor. He is also a special partner of Chartwell Investments, LLP, a private equity firm. He was the Chairman, Chief Executive Officer and President of HomeRuns.com, Inc. from February 2000 to September 2001. He was also President and Chief Executive Officer/Chief Operating Officer of Harcourt General, Inc. (formerly General Cinema Corporation) and The Neiman Marcus Group, Inc.
~~Kenneth L. Way~~ ~~Age: 66~~ ~~Director since 1998~~		Mr. Way served as Chairman of Lear Corporation from 1988 to 2003, and was affiliated with Lear Corporation and its predecessor companies for 36 years in engineering, manufacturing and general management capacities. Mr. Way retired from Lear on January 1, 2003. Mr. Way is also a Director of Comerica, Inc., CMS Energy Corporation, Cooper Standard Automotive, Inc., United Way and Karmanos Cancer Institute, and is on the Board of Trustees for Henry Ford Health System.


þ	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and0-11.


(1)	Title of each class of securities to which transaction applies:


(2)	Aggregate number of securities to which transaction applies:


(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


~~William J. Vareschi~~ ~~Age: 63~~ ~~Director since 2002~~		Mr. Vareschi retired as Chief Executive Officer of Central Parking Corporation in May 2003. Before joining Central Parking Corp., his prior business career of more than 35 years of service was spent with the General Electric Company. He held numerous financial management positions within GE, including Chief Financial Officer for GE Plastics Europe (in the Netherlands), GE Lighting (Cleveland, Ohio), and GE Aircraft Engines (Cincinnati, Ohio). Mr. Vareschi serves on the Board of Directors for WMS Industries Inc.


~~Roy W. Haley~~ ~~Age: 59~~ ~~Chairman of the Board and~~ ~~Chief Executive Officer~~ ~~Director since 1994~~ Name		Mr. Haley has been Chief Executive Officer of the Company since February 1994, and Chairman of the Board since 1998. From 1988 to 1993, Mr. Haley was an executive at American General Corporation, a diversified financial services company, where he served as Chief Operating Officer, as President and as a Director. Mr. Haley is also a Director of United Stationers, Inc. and Cambrex Corporation, and is Chairman of the Pittsburgh Branch of the Federal Reserve Bank of Cleveland.Age

	Position
~~George L. Miles, Jr~~ ~~Age: 64~~ ~~Director since 2000~~

Roy W. Haley	~~Mr.��Miles has been President~~	60	Chairman and Chief Executive Officer ~~of WQED Multimedia since September 1994. Mr. Miles is also a Director of Equitable Resources, Inc., Chester, Inc., Harley-Davidson, Inc.,~~

John J. Engel		44	Senior Vice President and ~~American International Group, Inc.~~Chief Operating Officer
Stephen A. Van Oss		52	Senior Vice President and Chief Financial and Administrative Officer

Daniel A. Brailer		49	Vice President, Treasurer, Legal and Investor Relations
William E. Cenk		49	Vice President, Operations

William M. Goodwin		61	Vice President, Operations
Steven J. Riordan		53	Vice President, Operations

Robert B. Rosenbaum		49	Vice President, Operations
Donald H. Thimjon		63	Vice President, Operations

Ronald P. Van, Jr.		46	Vice President, Operations
Marcy Smorey-Giger		35	Corporate Counsel and Secretary

~~James L. Singleton~~ ~~Age: 50~~ ~~Director since 1998~~				Mr. Singleton is the former Co-Chairman of The Cypress Group, L.L.C. and was a founding partner of that firm in April 1994. Prior to that time, he was a Managing Director in the Merchant Banking Group at Lehman Brothers. Mr. Singleton is also a Director of Danka Business Systems PLC and Williams Scotsman International, Inc.


	2005		2004

Audit fees	$	1,645,000	$	1,407,000
Audit-related fees		33,000		32,000
Tax fees		461,000		522,000
All other fees		2,400		—

	$	2,141,400	$	1,961,000


								Long Term
								Compensation
								Securities
				Annual Compensation				Underlying		All Other
		Fiscal						Equity Awards		Compensation ($)		Total
Name and Principal Position(s)		Year		Salary ($)		Bonus ($)(1)		(#s)(2)		(3)(4)(5)(6)(7)(8)		Compensation

Roy W. Haley			2005		700,000		1,600,000		200,000		136,632		2,436,632
	Chairman and Chief		2004		685,833		1,470,000		200,000		70,678		2,226,511
	Executive Officer		2003		615,000		300,000		300,000		35,072		950,072
John J. Engel			2005		450,000		530,000		75,000		102,778		1,082,778
	Senior Vice President and		2004		209,711		200,000		200,000		215,560		625,271
	Chief Operating Officer		2003		—		—		—		—		—
Stephen A. Van Oss			2005		408,333		430,000		75,000		65,156		903,489
	Senior Vice President and		2004		325,000		387,000		70,000		38,051		750,051
	Chief Financial and		2003		300,000		130,000		70,000		25,710		455,710
	Administrative Officer
William M. Goodwin			2005		261,667		225,000		25,000		59,338		546,005
	Vice President, Operations		2004		242,000		280,500		30,000		38,308		560,808
			2003		235,833		118,000		38,000		23,548		377,381
Donald H. Thimjon			2005		245,333		225,000		25,000		54,071		524,404
	Vice President, Operations		2004		242,000		280,500		35,000		35,852		558,352
			2003		235,833		76,200		38,000		23,874		335,907


(4)	Proposed maximum aggregate value of transaction:


(1)	Amount Previously Paid:


(2)	Form, Schedule or Registration Statement No.:


(3)	Filing Party:


	award under the Company’s Retirement Savings Plan in the form of a discretionary contribution was made in 2005 to the Deferred Compensation Plan in the amounts of $39,115, $-0-, $12,646, $11,183, and $8,257 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively.

~~(5)~~	Includes an annual automobile allowance paid by the Company in the amount of $12,000 for each of Messrs. Haley, Van Oss, Goodwin, and Thimjon in each of 2005, 2004, and 2003. Includes automobile allowance in the amount of $12,000 in 2005 and $5,500 in 2004, the year Mr. Engel became employed with the Company.

~~(6)~~	Includes the dollar value of insurance premiums paid by the Company for each executive officer’s term life insurance in the amounts of (a) $2,322, $540, $1,242, $3,713 and $3,366 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively, in 2005, (b) $2,419, $225, $1,294, $2,208, and $3,152 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively, in 2004, (c) $2,322, $-0-, $810, $2,012, and $3,208 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively, in 2003.

~~(7)~~	Includes non-cash awards in the amounts of (a) $8,095, $-0-; $5,408, $2,177, and $1,523 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively, in 2005, (b) $7,809, $1,675, $5,094, $2,177 and $840 for Messrs. Haley, Engel, Van Oss, Goodwin, and Thimjon, respectively, in 2004.

~~(8)~~	~~Includes relocation allowance paid by the Company for Mr. Engel in the amounts of $65,009 and $204,222 in 2005 and 2004 respectively.~~


			% of Total							Potential Realizable Value
	Number of		SARs							at Assumed Rates of
	Securities		Granted to							Stock Price Appreciation
	Underlying		Employees							for SAR Term(1)
	SARs		In Fiscal			Exercise		Expiration
Name	Granted		Year			Price ($/Sh)		Date		5%		10%

Roy W. Haley		200,000		22.00	%		31.65		7/1/2015		3,980,000		10,088,000
John J. Engel		75,000		8.25	%		31.65		7/1/2015		1,492,500		3,783,000
Stephen A. Van Oss		75,000		8.25	%		31.65		7/1/2015		1,492,500		3,783,000
William M. Goodwin		25,000		2.75	%		31.65		7/1/2015		497,500		1,261,000
Donald H. Thimjon		25,000		2.75	%		31.65		7/1/2015		497,500		1,261,000


					Number of Securities				Value of Unexercised
					Underlying Unexercised Option/				In-the-Money Option/SARs
					SARs Awards at FY-End				Awards at FY-End ($)(1)

	Shares
	Acquired		Value		(Exercisable — Unexercisable)				(Exercisable — Unexercisable)
	on Exercise		Realized
Name	(#)		(#)		(#)		(#)		($)		($)

Roy W. Haley		N/A		N/A		808,542		958,458		29,942,502		25,899,658
John J. Engel		N/A		N/A		33,334		241,666		863,684		5,149,316
Stephen A. Van Oss		25,000		668,250		130,963		271,009		4,217,782		6,962,181
William M. Goodwin		10,525		261,651		84,283		175,352		2,634,489		4,853,667
Donald H. Thimjon		54,808		1,494,674		11,667		178,685		218,290		5,193,027


		Shares			Percent
		Beneficially			Owned
Name		Owned(1)			Beneficially

FMR Corporation			7,106,159	⁽²⁾		14.8	%
	82 Devonshire Street
	Boston, Massachusetts 02109
Putnam, LLC d/b/a Putnam Investments			2,631,966	⁽³⁾		5.5	%
	One Post Office Square
	Boston, Massachusetts 02109
Roy W. Haley			1,569,387			3.2	%
Stephen A. Van Oss			246,928			*
William M. Goodwin			84,252			*
John J. Engel			83,334			*
Donald H. Thimjon			69,359			*
James L. Stern			25,000			*
Robert J. Tarr, Jr.			15,000			*
James L. Singleton			10,000			*
Kenneth L. Way			5,453			*
George L. Miles, Jr.			5,000			*
Sandra Beach Lin			350			*
All 19 executive officers and Directors as a group			2,180,661			4.4	%