W.W. Grainger (GWW)

(a)  Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant’s Annual Account Balance.

(b)  Election of Investment Options. A Participant, in connection with his or her Deferral Election Form in accordance with Section 2 above, shall elect one or more investment funds (the “Investment Option(s)”) to be used to determine the additional amounts to be credited to his or her Annual Account Balance. Participants will be permitted to modify their elected Investment Options in a manner prescribed by the Committee.

(c)  Proportionate Allocation. In making any election described in Section 3.6(b) above, the Participant shall specify in increments of one percentage point (1%), the percentage of his or her Annual Account Balance to be allocated to an Investment Option (as if the Participant was making an investment in that Investment Option with that portion of his or her Annual Account Balance).

(d)  No Actual Investment. Notwithstanding any other provision of the Plan that may be interpreted to the contrary, the Investment Options are to be used for measurement purposes only, and a Participant’s election of any Investment Option(s), the allocation to his or her Annual Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Annual Account Balance shall not be considered or construed in any manner as an actual investment of his or her Annual Account Balance in any such Investment Option. In the event that the Company, in its own discretion, decides to invest funds in any or all of the Investment Options, no Participant shall have any rights in or to such investment themselves. Without limiting the foregoing, a Participant’s Annual Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company, and the Participant shall at all times remain an unsecured creditor of the Company.

(a)  Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant’s Annual Account Balance.

(b)  Election of Investment Options. A Participant, in connection with his or her Deferral Election Form in accordance with Section 2 above, shall elect one or more investment funds (the “Investment Option(s)”) to be used to determine the additional amounts to be credited to his or her Annual Account Balance. Participants will be permitted to modify their elected Investment Options in a manner prescribed by the Committee.

(c)  Proportionate Allocation. In making any election described in Section 3.6(b) above, the Participant shall specify in increments of one percentage point (1%), the percentage of his or her Annual Account Balance to be allocated to an Investment Option (as if the Participant was making an investment in that Investment Option with that portion of his or her Annual Account Balance).

(d)  No Actual Investment. Notwithstanding any other provision of the Plan that may be interpreted to the contrary, the Investment Options are to be used for measurement purposes only, and a Participant’s election of any Investment Option(s), the allocation to his or her Annual Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Annual Account Balance shall not be considered or construed in any manner as an actual investment of his or her Annual Account Balance in any such Investment Option. In the event that the Company, in its own discretion, decides to invest funds in any or all of the Investment Options, no Participant shall have
any rights in or to such investment themselves. Without limiting the foregoing, a Participant’s Annual Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company, and the Participant shall at all times remain an unsecured creditor of the Company.