W.W. Grainger (GWW)

(a)  Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Annual Base Salary and/or Bonus that is not being deferred, in a manner determined by the Employer, the Participant’s share of contributions under the Federal Insurance Contributions Act (“FICA”) and other employment taxes on such Annual Deferral Amount. If necessary, the Committee may reduce the Annual Deferral Account in order to comply with this Section 3.7.

(b)  Profit Sharing Account. When a Participant becomes vested in a portion of his or her Annual Profit Sharing Account, the Employer shall withhold from the Participant’s Annual Base Salary and/or Bonus that is not deferred, in a manner determined by the Employer, the Participant’s share of FICA and other employment taxes on such vested portions of his or her Annual Profit Sharing Account. If necessary, the Committee may reduce the vested portion of the Participant’s Annual Profit Sharing Account, as the case may be, in order to comply with this Section 3.7.

(a)  Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Annual Base Salary and/or Bonus that is not being deferred, in a manner determined by the Employer, the Participant’s share of contributions under the Federal Insurance Contributions Act (“FICA”) and other employment taxes on such Annual Deferral Amount. If necessary, the Committee may reduce the Annual Deferral Account in order to comply with this Section 3.7.

(b)  Profit Sharing Account. When a Participant becomes vested in a portion of his or her Annual Profit Sharing Account, the Employer shall withhold from the Participant’s Annual Base Salary and/or Bonus that is not deferred, in a manner determined by the Employer, the Participant’s share of FICA and other employment taxes on such vested portions of his or her Annual Profit Sharing Account. If necessary, the Committee may reduce the vested portion of the Participant’s Annual Profit Sharing Account, as the case may be, in order to comply with this Section 3.7.