W.W. Grainger (GWW)

(a)  Waiver of Deferral. A Participant who is determined by the Committee to be suffering from a Disability shall be excused from fulfilling that portion of the Annual Deferral Amount commitment that would otherwise have been withheld from a Participant’s Annual Base Salary or Bonus for the Plan Year during which the Participant first suffers a Disability. During the period of Disability, the Participant shall not be allowed to make any additional deferral elections, but will continue to be considered a Participant for all other purposes of the Plan.

(b)  Return to Work. If a Participant returns to employment with the Employer after a Disability ceases, the Participant may elect to defer an Annual Deferral Amount for the Plan Year following his or her return to employment or service and for every Plan Year thereafter while a Participant in the Plan; provided such deferral elections are otherwise allowed and a Deferral Election Form is delivered to the Committee for each such election in accordance with Section 3.2 above.

(c)  Continued Eligibility; Disability Benefit. A Participant suffering a Disability shall, for benefit purposes under the Plan, be considered to have incurred a Separation from Service, and such Participant shall receive a payment of his or her Annual Account Balance in accordance with Section 5.2.

(a)  Waiver of Deferral. A Participant who is determined by the Committee to be suffering from a Disability shall be excused from fulfilling that portion of the Annual Deferral Amount commitment that would otherwise have been withheld from a Participant’s Annual Base Salary or Bonus for the Plan Year during which the Participant first suffers a Disability. During the period of Disability, the Participant shall not be allowed to make any additional deferral elections, but will continue to be considered a Participant for all other purposes of the Plan.

(b)  Return to Work. If a Participant returns to employment with the Employer after a Disability ceases, the Participant may elect to defer an Annual Deferral Amount for the Plan Year following his or her return to employment or service and for every Plan Year thereafter while a Participant in the Plan; provided such deferral elections are otherwise allowed and a Deferral Election Form is delivered to the Committee for each such election in accordance with Section 3.2 above.

(c)  Continued Eligibility; Disability Benefit. A Participant suffering a Disability shall, for benefit purposes under the Plan, be considered to have incurred a Separation from Service, and such Participant shall receive a payment of his or her Annual Account Balance in accordance with Section 5.2.