W.W. Grainger (GWW)

(a)  A Participant may elect one of the following forms of distribution for all or a portion of the vested portion of his or her Annual Account Balances distributable as a Date Certain Distribution: (i) a single-sum distribution, or (ii) a distribution in annual installments payable over a period of up to 15 years; provided, however, that if the total vested portion of the Participant’s distributable Annual Account Balances is less than $50,000, such amount shall be paid in a single-sum. For purposes of determining whether a single-sum payment shall be required, the Committee may select a valuation date that occurs no earlier than 90 days prior to the date distributions are to otherwise commence. The decision of the Committee that a single-sum payment is required shall be final on all parties.

(b)  A Participant may change his or her distribution election if such change is made in writing at least one year prior to the Participant’s Date Certain Distribution and so long as such change is not prohibited by law; provided, however, that for any change made on or after January 1, 2009, the initial distribution (or single-sum payment) may not be made before the date that is at least 5 years later than when benefits would otherwise commence (or be paid). In the event that the Participant’s most recent form of distribution election was made within one year of the Participant’s Date Certain Distribution, the next most recent election made at least one year prior to the Date Certain Distribution (or if none, the Participant’s initial election) shall be used.

(c)  A Date Certain Distribution shall be paid (in the case of a single-sum) or commence to be paid (in the case of annual installments) in the January of the year elected by the Participant to receive or begin receiving such Date Certain Distribution.

(d)  If a Participant has elected a Date Certain Distribution for all or a portion of the vested portion of his or her Annual Account Balances, but terminates employment by reason of Retirement or Disability prior to the year specified by the Participant for such Date Certain Distribution to commence, the vested portion of the Participant’s Annual Account Balances which would have been distributable shall instead be paid to him or her in the same manner that the Participant elected to receive the Date Certain Distribution but beginning as of the date of Retirement or Disability; provided, however, that if the vested portion of such Participant’s distributable Annual Account Balances as of such Retirement or Disability is less than $50,000, such amount shall be paid in a single-sum. The decision of the Committee that a single-sum payment is required shall be final on all parties.

(e)  If a Participant terminates employment by reason of Retirement or Disability while receiving installment distributions of a Date Certain Distribution, the remaining portion of the Date Certain Distribution shall continue to be distributed as elected by the Participant.

(a)  A Participant may elect one of the following forms of distribution for all or a portion of the vested portion of his or her Annual Account Balances distributable as a Date Certain Distribution: (i) a single-sum distribution, or (ii) a distribution in annual installments payable over a period of up to 15 years; provided, however, that if the total vested portion of the Participant’s distributable Annual Account Balances is less than $50,000, such amount shall be paid in a single-sum. For purposes of determining whether a single-sum payment shall be required, the Committee may select a valuation date that occurs no earlier than 90 days prior to the date distributions are to otherwise commence. The decision of the Committee that a single-sum payment is required shall be final on all parties.

(b)  A Participant may change his or her distribution election if such change is made in writing at least one year prior to the Participant’s Date Certain Distribution and so long as such change is not prohibited by law; provided, however, that for any change made on or after January 1, 2009, the initial distribution (or single-sum payment) may not be made before the date that is at least 5 years later than when benefits would otherwise commence (or be paid). In the event that the Participant’s most recent form of distribution election was made within one year of the Participant’s Date Certain Distribution, the next most recent election made at least one year prior to the Date Certain Distribution (or if none, the Participant’s initial election) shall be used.

(c)  A Date Certain Distribution shall be paid (in the case of a single-sum) or commence to be paid (in the case of annual installments) in the January of the year elected by the Participant to receive or begin receiving such Date Certain Distribution.

(d)  If a Participant has elected a Date Certain Distribution for all or a portion of the vested portion of his or her Annual Account Balances, but terminates employment by reason of Retirement or Disability prior to the year specified by the Participant for such Date Certain Distribution to commence, the vested portion of the Participant’s Annual Account Balances which would have been distributable shall instead be paid to him or her in the same manner that the Participant elected to receive the Date Certain Distribution but beginning as of the date of Retirement or Disability; provided, however, that if the vested portion of such Participant’s distributable Annual Account Balances as of such Retirement or Disability is less than $50,000, such amount shall be paid in a single-sum. The decision of the Committee that a single-sum payment is required
shall be final on all parties.

(e)  If a Participant terminates employment by reason of Retirement or Disability while receiving installment distributions of a Date Certain Distribution, the remaining portion of the Date Certain Distribution shall continue to be distributed as elected by the Participant.