W.W. Grainger (GWW)

Provisions Relating to Option

2.01       Certificate of Option Award. The Certificate of Stock Option Award (the “Certificate”) referred to in Article I above shall be dated as of the Effective Date and shall specify the Option price, the expiration date of the Option as set forth in Section 2.02 below, and the number of shares to which the Option applies, and may include other terms and conditions not inconsistent with the Plan. The Certificate is incorporated herein by reference and the terms of this Agreement, the Plan and the Unfair Competition Agreement are incorporated by reference into the Certificate.

2.02       Term of Option. The Option shall expire on the tenth (10^th) anniversary of the Effective Date, subject to the terms and conditions set forth in this Agreement, the Plan and the Unfair Competition Agreement.

2.03       Exercise Date. Unless otherwise provided in the Plan, the Option shall not be exercisable in whole or in part until the third (3^rd) anniversary of the Effective Date (such date, the “Option Vesting Date”), provided, however, that the Option shall become immediately exercisable in the event of the death, disability or retirement of the Employee in accordance with the provisions of the applicable retirement plan. For purposes of this Agreement, the term “disability” means the Employee’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted for a continuous period of not less than twelve (12) months.

2.04       Notice. The Employee may exercise the Option by giving appropriate notice of the Employee’s desire to exercise the Option. The notice shall specify the number of shares to be acquired.

2.05       Payment of Purchase Price. The Employee shall at the time of exercise of Option (except in the case of a cashless exercise) tender to the Company the full purchase price. At the discretion of the Committee, and subject to such rules and regulations as it may adopt, the purchase price may be paid (i) in full in cash, (ii) in Common Stock already owned by the Employee for at least six months and having a fair market value on the date of exercise equal to the full purchase price, (iii) through a combination of cash and Common Stock, or (iv) through a cashless exercise through a broker-dealer approved for this purpose by the Company.

2.06       Minimum Exercise. An Option of 200 shares or less must be exercised in its entirety. An Option for more than 200 shares may be exercised in part for no fewer than 200 shares, or 100-share multiples in excess thereof, unless the remaining shares subject to the Option are less than 200 shares, in which case if any are exercised, the entire balance must be exercised.