W.W. Grainger (GWW)

Article 5. Options.

5.1.      Award of Options. Subject to the terms of the Plan, Options may be awarded to Outside Directors in such number, upon such terms, and at such time or times as the Committee shall determine in its discretion.

5.2.      Award Agreement. Each Option shall be evidenced by an Award Agreement that shall specify the Option Price, the Expiration Date of the Option, the number of Shares subject to the Option, and such other provisions as the Committee may determine.

5.3.      Option Price. The Option Price for each grant of an Option shall be at least 100% of the Fair Market Value of a Share on the date the Option is granted.

5.4.      Duration of Options. Each Option shall expire at such time as the Committee shall determine at the time of grant (the “Expiration Date”), but in no event after the tenth anniversary of the date of such grant.

5.5.      Exercise of Options. Each Option shall be exercisable at such times prior to the Expiration Date and be subject to such restrictions and conditions as the Committee shall determine in its discretion, including, without limitation, restrictions on the Shares acquired pursuant to the exercise of such Option.

5.6.      Payment. Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, and accompanied by full payment for the Shares. Upon the exercise of any Option, the exercise price shall be payable by any one or combination of the following means:

(i) cash or its equivalent,

(ii) with the prior approval of the Committee, delivery of Shares already owned by the Outside Director and valued at the Fair Market Value thereof at the time of exercise,

(iii) with the prior approval of the Committee, a cashless exercise through a broker-dealer approved for this purpose by the Company.

5.7.      Termination of Service. Each Award Agreement shall set forth the extent to which the Outside Director shall have the right to exercise an Option after termination of Service, but in no event shall any Option be exercised after its Expiration Date.

5.8.      Nontransferability of Options. Except as may otherwise be specified by the Committee in its discretion, no Option may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than (i) by will, (ii) by the laws of descent and distribution, or (iii) pursuant to a beneficiary designation in accordance with Article 11.