W.W. Grainger (GWW)

(a)  The Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or

(b)  The Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under the Company’s short term or long term disability plan; or

(c)  The Participant is determined to be totally disabled by the Social Security Administration; or

(d)  The Participant is determined to be “disabled” under the Company’s long term disability plan, provided that the definition of “disabled” under such long term disability plan complies with the requirements of subsections (i) and (ii) above.

(a)  The Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or

(b)  The Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement

benefits for a period of not less than three (3) months under the Company’s short term or long term disability plan; or

(c)  The Participant is determined to be totally disabled by the Social Security Administration; or

(d)  The Participant is determined to be “disabled” under the Company’s long term disability plan, provided that the definition of “disabled” under such long term disability plan complies with the requirements of subsections (a) and (b) above.

(a)  The Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or

(b)  The Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement

benefits for a period of not less than three (3) months under the Company’s short term or long term disability plan; or

(c)  The Participant is determined to be totally disabled by the Social Security Administration; or

(d)  The Participant is determined to be “disabled” under the Company’s long term disability plan, provided that the definition of “disabled” under such long term disability plan complies with the requirements of subsections (a) and (b) above.