W.W. Grainger (GWW)

(a)  Filing of Election Forms. In connection with a Participant’s commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the Deferral Election Form must be properly completed and signed by the Participant and delivered to the Committee (in accordance with Section 2.2 above).

(b)  Effect of Election Forms. A Participant’s Deferral Election Form shall only be effective for the Plan Year for which it is submitted and shall not continue in effect for subsequent Plan Years. The Committee shall maintain an open enrollment period preceding each Plan Year in order to allow Participants to submit new Deferral Election Forms.

(c)  Timing of Election Forms. To be effective for any Plan Year, a Deferral Election Form must be received by the Committee prior to January 1 of the Plan Year to which it relates. However, if an individual first becomes eligible to participate in the Plan on a date other than January 1, the individual may submit a Deferral Election Form for the remainder of the Plan Year in which he or she becomes a Participant if the Deferral Election Form is submitted within 30 days after the individual first becomes eligible to participate in the Plan; provided, however, that the Deferral Election Form

shall apply only to Annual Base Salary and/or Bonus not yet earned, in accordance with Section 3.1(b).

(a)  Filing of Election Forms. In connection with a Participant’s commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the Deferral Election Form must be properly completed and signed by the Participant and delivered to the Committee (in accordance with Section 2.2 above).

(b)  Effect of Election Forms. A Participant’s Deferral Election Form shall only be effective for the Plan Year for which it is submitted and shall not continue in effect for subsequent Plan Years. The Committee shall maintain an open enrollment period preceding each Plan Year in order to allow Participants to submit new Deferral Election Forms.

(c)  Timing of Election Forms. To be effective for any Plan Year, a Deferral Election Form must be received by the Committee prior to January 1 of the Plan Year to which it relates. However, if an individual first becomes eligible to participate in the Plan on a date other than January 1, the individual may submit a Deferral Election Form for the remainder of the Plan Year in which he or she becomes a Participant if the Deferral Election Form is submitted within 30 days after the individual first becomes eligible to participate in the Plan; provided, however, that the Deferral Election Form

shall apply only to Annual Base Salary and/or Bonus not yet earned, in accordance with Section 3.1(b).