W.W. Grainger (GWW)

Article 10. Deferrals by Outside Directors.

10.1.   Deferral Election. An Outside Director may elect to defer receipt of all or any specified portion of any Compensation payable to him or her, and to have such amounts credited to his or her Account in accordance with Section 10.3; provided, however, that the Committee may in its discretion (i) provide that any such election shall be subject to the prior approval of the Committee or (ii) suspend the right of all Outside Directors to defer receipt of Compensation to be received after the date of such suspension.

10.2.   Timing of Deferral Election. A deferral election shall be made by written notice (a “Deferral Election”) filed with the Secretary of the Company:

(i) on or before the Effective Date (covering Compensation to be earned after the Effective Date),

(ii) no more than 30 days after an Outside Director is first elected or appointed to the Board (covering Compensation to be earned at any time after the filing of such election),

(iii) on or before the date of any Annual Meeting (covering Compensation to be earned after such Annual Meeting), or

(iv) on or before such other date or dates as may be approved in advance by the Committee (covering Compensation earned for such period or periods commencing after such other date as may be specified by the Committee).

Subject to Section 8.6, a Deferral Election may be accompanied by a Distribution Election. Subject to Section 10.1, any Deferral Election shall continue in effect (including with respect to the Compensation relating to subsequent periods) unless and until revoked or modified by a new Deferral Election filed with the Secretary of the Company. Amounts credited to an Outside Director’s Account prior to the effective date of any such revocation or modification of a Deferral Election shall not be affected by such revocation or modification. An Outside Director who has revoked a Deferral Election may file a new Deferral Election to defer Compensation relating exclusively to services to be rendered during the calendar year following the year in which such new Deferral Election is filed with the Company.

               10.3.   Deferrals Credited to Account. Any Compensation deferred by an Outside Director pursuant to this Article 10 shall be allocated to his or her Account and deemed to be invested in a number of Stock Units equal to (i) the amount of such Compensation divided by (ii) the Fair Market Value of a Share on the date Compensation would otherwise have been paid.