W.W. Grainger (GWW)

under Section 4.3 if such Participant had died at age eighty (80), increased to reflect estimated federal income tax as provided in Section 4.3. A Participant’s election under this Section 4.4 shall be irrevocable and shall not be given effect unless it is submitted to the Committee or its designee prior to the Participant’s Separation from Service and on or before December 31, 2008; provided that any election made on or prior to December 31, 2008 may only apply to amounts that would not otherwise be payable during the year in which the election is made and may not cause an amount to be paid in the year in which the election is made that would otherwise not be paid in that year. For any Participant who becomes covered under this Plan on or after January 1, 2009, such designation must be made within 30 days after being designated a Participant by the Committee. The lump sum benefit payable under this Section 4.4, if properly elected, shall be paid within ninety (90) days after the end of the second calendar quarter in which Separation from Service occurs; provided that such payment shall not be made earlier than six (6) months and one (1) day after such Separation from Service. Following payment of a benefit under this Section 4.4, no additional benefits shall be payable to or on behalf of a Participant under this Plan.

under Section 4.3 if such Participant had died at age eighty (80), increased to reflect estimated federal income tax as provided in Section 4.3. A Participant’s election under this Section 4.4 shall be irrevocable and shall not be given effect unless it is submitted to the Committee or its designee prior to the Participant’s Separation from Service and on or before December 31, 2008; provided that any election made on or prior to December 31, 2008 may only apply to amounts that would not otherwise be payable during the year in which the election is made and may not cause an amount to be paid in the year in which the election is made that would otherwise not be paid in that year. For any Participant who becomes covered under this Plan on or after January 1, 2009, such designation must be made within 30 days after being designated a Participant by the Committee. The lump sum benefit payable under
this Section 4.4, if properly elected, shall be paid within ninety (90) days after the end of the second calendar quarter in which Separation from Service occurs; provided that such payment shall not be made earlier than six (6) months and one (1) day after such Separation from Service. Following payment of a benefit under this Section 4.4, no additional benefits shall be payable to or on behalf of a Participant under this Plan.