W.W. Grainger (GWW)

Section 3. Common Stock.

3.1.   Number of Shares. Subject to the provisions of Section 3.3, the number of Shares which may be issued or sold or for which Options or Stock Appreciation Rights may be granted under the Plan may not exceed 8,056,828 Shares.¹ Notwithstanding the foregoing, the total number of Shares with respect to which Options or Stock Appreciation Rights may be granted to any Participant shall not exceed 800,000 Shares² (proportionately adjusted pursuant to Section 3.3) in any calendar year.

3.2.   Re-usage. If an Option or SAR expires or is terminated, surrendered, or canceled without having been fully exercised, if Restricted Stock is forfeited or cancelled, if Shares otherwise deliverable upon (i) exercise of Options, (ii) exercise of SARs, or (iii) vesting of Restricted Stock, regardless of when the Options, SARs or Restricted Stock shall have been granted, are not delivered by reason of payments of the Option exercise price pursuant to Section 6.5(b) hereunder or withholdings of Shares in satisfaction of tax obligations pursuant to under Section 14.4 hereunder, or if any other grant results in any Shares not being delivered, the Shares covered by such Option, SAR, grant of Restricted Stock, or other grants, or not so delivered, as the case may be, shall again be available for Awards under the Plan. Notwithstanding the foregoing, in cases of events, transactions or occurrences that would cause the Plan, in the event of such re-availability, to be deemed a “formula plan” within the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual, as the same may be amended or interpreted by the New York Stock Exchange from time to time, the Shares shall again

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¹ As adjusted to reflect (i) the number of shares remaining available for grants under the Company’s Restated 1975 Non-Qualified Stock Option Plan, (ii) the Company’s 1991 two-for-one stock split and (iii) the Company’s 1998 two-for-one stock split.

² As adjusted to reflect the Company’s 1998 two-for-one stock split.

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be available for Awards under the Plan only by reason of such events, transactions or occurrences within a period of ten years following the date of the original approval of the Plan by the shareholders of the Company or, if later, the date of the most recent approval of the Plan, including without limitation any amendment to the Plan to increase the number of Shares available for Awards thereunder, by the shareholders of the Company.

3.3.   Adjustments. In the event of any change in the outstanding Common Stock by reason of a stock split, stock dividend, combination, reclassification or exchange of Shares, recapitalization, merger, consolidation or other similar event, the number of SARs and the number of Shares available for Options, grants of Restricted Stock, grants of Phantom Stock, and Other Stock-Based Awards and the number of Shares subject to outstanding Options, SARs, grants of Restricted Stock, grants of Phantom Stock, and Other Stock-Based Awards, and the price thereof, and the Fair Market Value, as applicable, shall be appropriately and equitably adjusted by the Committee and any such adjustment shall be binding and conclusive on all parties. Any fractional Shares resulting from any such adjustment shall be disregarded.