W.W. Grainger (GWW)

(a)  to adopt such rules and regulations consistent with the provisions of the Plan as it deems necessary for the proper and efficient administration of the Plan;

(b)  to enforce the Plan in accordance with its terms and any rules and regulations it establishes;

(c)  to maintain records concerning the Plan sufficient to prepare reports, returns and other information required by the Plan or by law;

(d)  to construe and interpret the Plan and to resolve all questions arising under the Plan;

(e)  to direct the Company to pay benefits under the Plan, and to give such other directions and instructions as may be necessary for the proper administration of the Plan;

(f)  to employ or retain agents, attorneys, actuaries, accountants or other persons, who may also be employed by or represent the Company; and

(g)  to be responsible for the preparation, filing and disclosure on behalf of the Plan of such documents and reports as are required by any applicable federal or state law.

(a)  to adopt such rules and regulations consistent with the provisions of the Plan as it deems necessary for the proper and efficient administration of the Plan;

(b)  to enforce the Plan in accordance with its terms and any rules and regulations it establishes;

(c)  to maintain records concerning the Plan sufficient to prepare reports, returns and other information required by the Plan or by law;

(d)  to construe and interpret the Plan and to resolve all questions arising under the Plan;

(e)  to direct the Company to pay benefits under the Plan, and to give such other directions and instructions as may be necessary for the proper administration of the Plan;

(f)  to employ or retain agents, attorneys, actuaries, accountants or other persons, who may also be employed by or represent the Company; and

(g)  to be responsible for the preparation, filing and disclosure on behalf of the Plan of such documents and reports as are required by any applicable federal or state law.