W.W. Grainger (GWW)

Change in Control Agreements

        The Company maintains Change in Control Agreements that cover each NEO. As set forth in these double-trigger agreements, if there is a change in control and an executive's employment is terminated following a change in control (other than termination by the Company for cause, involuntary termination without good reason, or by reason of death or disability) or if the executive terminates his employment in certain circumstances defined in the agreement which constitute good reason, the Company shall provide each NEO with the following:

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Lump-sum payment of cash severance benefit in an amount equal to three times the sum of an executive's base salary, target annual incentive opportunity under the MIP, and average profit sharing contribution for the previous three years;



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Prorated annual cash incentive;



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An amount equal to the value of the unvested portion of executive's account under the supplemental profit sharing plan;



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Lump-sum payment of cash equal to account balance under the compensation deferral plan; and



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Gross-up tax on any payment that will become subject to any excise tax or similar tax.

        The following tables illustrate the potential incremental payments and benefits based on December 31, 2008 computations that could be received by the NEOs upon a termination or change in control of the Company.

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