SHARE TRANSFER RESTRICTION AGREEMENT

 EXHIBIT 10.3

                      SHARE TRANSFER RESTRICTION AGREEMENT

                                  BY AND AMONG

                              W.W. GRAINGER, INC.,

                THE SHAREHOLDERS OF MOUNTAIN CAPITAL CORPORATION
                      LISTED AS "ORIGINAL MCC SHAREHOLDERS"
                          ON THE SIGNATURE PAGES HERETO

                                       AND

                   THE PERSONS LISTED AS "OTHER SHAREHOLDERS"
                          ON THE SIGNATURE PAGES HERETO

                           Dated of February 28, 2002

================================================================================

                      SHARE TRANSFER RESTRICTION AGREEMENT

     This SHARE TRANSFER RESTRICTION AGREEMENT (this "Agreement") is made and
entered into as of the 28th day of February, 2002, among (i) W.W. Grainger,
Inc., an Illinois corporation ("GWW"), (ii) the shareholders of Mountain Capital
Corporation, a Nevada corporation ("MCC"), which shareholders are listed as
"Original MCC Shareholders" on the signature pages hereto (collectively, the
"Original MCC Shareholders"), and (iii) the Persons listed as the "Other
Shareholders" on the signature pages hereto (together with the Original MCC
Shareholders, the "Restricted Signatories").

                              W I T N E S S E T H:

     A. GWW, MCC and the Original MCC Shareholders are parties to that certain
Purchase Agreement dated as of the date hereof (the "Purchase Agreement") which
contemplates, among other things, the following transactions: (i) the sale by
MCC to GWW of certain assets of MCC, consisting of 4,801,600 shares of GWW
Common Stock (as hereinafter defined) and cash (collectively, the "Purchased
Assets"), and in exchange for the Purchased Assets, the transfer by GWW to MCC
of shares of GWW Common Stock (the "Original New GWW Shares") in a number to be
determined pursuant to the terms of the Purchase Agreement (the "Acquisition"),
(ii) the execution and delivery by GWW, MCC, the Original MCC Shareholders and
the Escrow Agent (as hereinafter defined) of that certain Escrow Agreement,
dated as of the date hereof (the "Escrow Agreement"), which provides for the
pledge by MCC of ten percent (10%) of the Original New GWW Shares received by
MCC in the Acquisition (the "Escrow Shares"), and the pledge by the Original MCC
Shareholders of the Escrow Shares, to GWW pursuant to the terms of the Escrow
Agreement to serve as security for the obligations and liabilities of MCC and
the Original MCC Shareholders under Article VII of the Purchase Agreement and
(iii) immediately following the Acquisition, the distribution by MCC of all of
its assets, consisting of the Original New GWW Shares and certain Excluded
Assets (as defined in the Purchase Agreement), to the Original MCC Shareholders
pursuant to a complete liquidation of MCC (the "Liquidation").

     B. In connection with the Liquidation, each Original MCC Shareholder is
receiving the number of Original New GWW Shares set forth in the schedule that
such Original MCC Shareholder has previously provided to GWW as contemplated by
Section 6.4.

     C. The Purchase Agreement requires the Restricted Signatories and GWW to
execute and deliver this Agreement at, and as a condition to, the Closing (as
hereinafter defined).

     D. GWW would not be willing to enter into the Purchase Agreement and
consummate the Acquisition unless each Restricted Signatory agreed to restrict
the Transfer (as hereinafter defined) of shares of GWW Common Stock and certain
other securities now or hereafter owned or controlled by such Restricted
Signatory in accordance with the terms and conditions of this Agreement.

     E. Each Restricted Signatory is benefiting, directly or indirectly, from
the Acquisition and has determined that the execution, delivery and performance
of this Agreement is advisable and in the best interests of such Restricted
Signatory and, if applicable, such Restricted Signatory's shareholders,
custodians or beneficiaries.

     NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

     1.1  Definitions. The following terms shall have the following meanings
for the purposes of this Agreement:

     "Acquisition" shall have the meaning set forth in the recitals hereto.

     "Affiliate" shall mean, with respect to any specified Person, (i) any other
Person which, directly or indirectly, owns or controls, is under common
ownership or control with, or is owned or controlled by, such specified Person,
(ii) any other Person which is a director, officer or partner, or is, directly
or indirectly, the beneficial owner of ten percent (10%) or more of any class of
equity securities, of the specified Person or a Person described in clause (i)
of this paragraph, (iii) another Person of which the specified Person is a
director, officer or partner or is, directly or indirectly, the beneficial owner
of ten percent (10%) or more of any class of equity securities, (iv) another
Person in which the specified Person has a substantial beneficial interest or as
to which the specified Person serves as trustee or in a similar capacity or (v)
any relative or spouse of the specified Person or any of the foregoing Persons,
any relative of such spouse or any spouse of any such relative. For purposes of
this Agreement, GWW shall not be deemed an Affiliate of any Restricted Signatory
or Permitted Transferee.

     "Agreement" shall have the meaning set forth in the preamble hereto.

     "Anniversary" shall mean an annual anniversary of the Closing Date.

     "Bank" shall mean (i) a bank (as defined in section (3)(a)(2) of the
Securities Act), (ii) a savings and loan association described in section
3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary
capacity, (iii) a broker or dealer registered pursuant to section 15 of the
Exchange Act or (iv) an insurance company (as defined in section 2(13) of the
Securities Act).

     "Blackout Period" shall mean any of the following periods during a fiscal
year of GWW: (i) the period from and including the last Friday prior to the end
of the first fiscal quarter through and including the sixteenth day of the
second fiscal quarter, (ii) the period from and including the last Friday prior
to the end of the second fiscal quarter through and including the sixteenth day
of the third fiscal quarter, (iii) the period from and including the last Friday
prior to the end of the third fiscal quarter through and including the sixteenth
day of the fourth fiscal quarter and (iv) the period from and including the
first Friday of the first fiscal quarter through and including the twenty-first
day after the first Friday of the first fiscal quarter.

     "Bona Fide Pledgee" shall have the meaning set forth in Section 5.1(g).

     "Business Day" shall mean any day of the year other than (i) any Saturday
or Sunday or (ii) any other day on which banks located in Chicago, Illinois are
authorized or required to be closed for business.

     "Charitable Organization" shall mean an organization that qualifies as a
tax exempt organization pursuant to 501(c)(3) of the United States Internal
Revenue Code of 1986, as it may be amended from time to time.

     "Closing" shall mean the consummation of the Acquisition in accordance
with Article VI of the Purchase Agreement.

     "Closing Date" shall mean the date on which the Closing occurs.

     "Contract" shall mean any contract, arrangement, commitment, understanding,
lease, sales order, purchase order, agreement, warranty, indenture, mortgage,
note, bond, right, warrant or instrument, whether written or verbal.

     "Election Notice" shall have the meaning set forth in Section 4.1(b).

     "Election Period" shall mean, with respect to any proposed Transfer of
Offered Shares (other than a Transfer described in Section 5.1), the period
beginning on the day GWW receives a Transfer Notice from a Slavik Shareholder
notifying GWW of such proposed Transfer and ending on (i) the fourteenth day
following GWW's receipt of such Transfer Notice, if more than 100,000 Offered
Shares are proposed to be Transferred, or (ii) subject to the last sentence of
this paragraph, the seventh day following GWW's receipt of such Transfer Notice,
if 100,000 or fewer Offered Shares are proposed to be Transferred; provided that
if the Election Period determined in accordance with clause (i) or (ii) above
would otherwise end on a day that is within a Blackout Period, the Election
Period shall end on the third Business Day following the end of such Blackout
Period. Notwithstanding anything to the contrary set forth in the preceding
sentence, if the Slavik Shareholder providing such Transfer Notice to GWW has,
within the prior thirty (30) days, provided a Transfer Notice to GWW for which a
seven (7) day Election Period was applicable pursuant to clause (ii) above, then
a seven (7) day Election Period shall not apply to such proposed Transfer (if
and to the extent such proposed Transfer, when aggregated with the proposed
Transfer(s) described in such earlier Transfer Notice for which a seven (7) day
Election Period was applicable, exceeds 100,000 Offered Shares) and the Election
Period shall end on the fourteenth day following GWW's receipt of the Transfer
Notice with respect to such proposed Transfer (unless such day is within a
Blackout Period, in which case the Election Period shall end on the third
Business Day following the end of such Blackout Period), regardless of the
number of Offered Shares proposed to be Transferred.

     "Escrow Agent" shall mean American National Bank and Trust Company of
Chicago, a national banking association.

     "Escrow Agreement" shall have the meaning set forth in the recitals hereto.

     "Escrow Fund" shall have the meaning assigned to such term in the Escrow
Agreement.

     "Escrow Shares" shall have the meaning set forth in the recitals hereto.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
or any similar successor federal statute, and the rules and regulations
thereunder, all as the same shall be in effect at the time.

     "Family Transferee" shall mean James D. Slavik, John H. Slavik, Paul A.
Slavik and Susan Slavik Williams, and any descendants or spouses of the
foregoing and the spouses of any such descendants.

     "Glenview State Bank" shall mean Glenview State Bank, an Illinois banking
corporation.

     "Governmental Authority" shall mean the government of the United States or
any foreign country or any state or political subdivision of the United States
or any foreign country and any other entity, body, agency or authority
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, including any quasi-governmental
entity established to perform such functions.

     "GWW" shall have the meaning set forth in the preamble hereto.

     "GWW Common Stock" shall mean the Common Stock, par value $.50 per share,
of GWW.

     "GWW Indemnified Parties" shall mean GWW, each of its Subsidiaries and
Affiliates and each of their respective officers, directors, shareholders,
employees, agents and representatives; provided, that in no event shall any
Restricted Signatory or Slavik Shareholder be deemed a GWW Indemnified Party.

     "Indemnified Person" shall mean the Person or Persons entitled to, or
claiming a right to, indemnification under Article VIII.

     "Indemnifying Person" shall mean the Person or Persons claimed by the
Indemnified Person to be obligated to provide indemnification under Article
VIII.

     "Law" shall mean any law (including the common law), statute, regulation,
ordinance, rule, order, decree, judgment, consent decree, settlement agreement
or governmental requirement enacted, promulgated, entered into, agreed or
imposed by any Governmental Authority.

     "Liability" shall mean any past, present or future liability or obligation
(whether known or unknown, whether asserted or unasserted, whether absolute,
fixed, contingent or otherwise, whether accrued or unaccrued, whether liquidated
or unliquidated, and whether due or to become due), including any liability or
obligation for Taxes.

     "Lien" shall mean any lien, mortgage, charge, restriction, pledge, security
interest, option, lease, sublease or right of any third party.

     "Liquidation" shall have the meaning set forth in the recitals hereto.

     "Loss" or "Losses" shall mean any and all losses, Liabilities, costs,
claims, damages, penalties and expenses (including reasonable attorneys' fees
and expenses and reasonable costs of investigation and litigation). In the event
any of the foregoing are indemnifiable hereunder, the terms "Loss" and "Losses"
shall include any and all reasonable attorneys' fees and expenses and reasonable
costs of investigation and litigation incurred by the Indemnified Person in
enforcing such indemnity.

     "Market Price" shall have the meaning set forth in Section 3.2.

     "Market Value" shall mean the closing per share sale price for shares of
GWW Common Stock on the trading day immediately prior to the relevant date as
reported in the composite transactions for the New York Stock Exchange.

     "MCC" shall mean Mountain Capital Corporation, a Nevada corporation.

     "MCC Shareholder" shall mean (i) any Original MCC Shareholder or (ii) any
MCC Shareholder Transferee.

     "MCC Shareholder Transferee" shall mean a Permitted Transferee who shall
own New GWW Shares received from a MCC Shareholder pursuant to and in accordance
with Section 5.1(a).

     "New GWW Shares" shall mean (i) the Original New GWW Shares (including the
Escrow Shares) and (ii) all shares of capital stock or other securities, whether
issued by GWW or otherwise, issued or paid as dividends or other distributions
on or in respect of Original New GWW Shares or other shares of capital stock or
securities otherwise constituting New GWW Shares.

     "Offer Price" shall have the meaning set forth in Section 3.2.

     "Offered Shares" shall have the meaning set forth in Section 3.2.

     "Original MCC Shareholder" shall have the meaning set forth in the preamble
hereto.

     "Original New GWW Shares" shall have the meaning set forth in the recitals
hereto.

     "Original Owner" of any Restricted Shares shall mean the Restricted
Signatory that owned such Restricted Shares on the date hereof (or if such
Restricted Shares did not exist on the date hereof, the Restricted Signatory
that owned the Restricted Shares that did exist on the date hereof with respect
to which the Restricted Shares in question were distributed).

     "Other Slavik Shares" shall mean (i) all shares of GWW Common Stock (other
than New GWW Shares) now or hereafter beneficially owned by a Restricted
Signatory, (ii) all shares of GWW Common Stock (other than New GWW Shares) which
are hereafter beneficially owned by a Slavik Transferee and which were received
from a Slavik Shareholder and (iii) all shares of capital stock or other
securities, whether issued by GWW or otherwise, issued or paid as dividends or
other distributions on or in respect of shares of GWW Common Stock or other
shares of capital stock or securities otherwise constituting Other Slavik
Shares.

     "Permitted Transferee" shall mean (i) a Family Transferee, (ii) the
custodian under any Uniform Transfers to Minors Act or similar law for a minor
who is a Family Transferee, (iii) a trust (including a voting trust), other than
a Charitable Organization, of which one or more Family Transferees and/or
Charitable Organizations are the sole beneficiaries, (iv) a corporation of which
one or more Family Transferees or such Family Transferees' Permitted Transferees
(as determined under this definition of "Permitted Transferee") collectively
beneficially own a majority of the combined voting power of the outstanding
capital stock entitled to vote for the election of directors, a partnership of
which one or more Family Transferees or such Family Transferees' Permitted
Transferees (as determined under this definition of "Permitted Transferee")
collectively beneficially own a majority of the partnership interests entitled
to participate in the management of the partnership, a member managed limited
liability company of which one or more Family Transferees or such Family
Transferees' Permitted Transferees (as determined under this definition of
"Permitted Transferee") collectively beneficially own a majority of the
outstanding member interests entitled to participate in the management of the
limited liability company, or a manager managed limited liability company of
which a majority of the managers entitled to participate in decisions with
respect to the voting or disposition by the limited liability company of the
Restricted Shares are either Family Transferees or such Family Transferees'
Permitted Transferees (as determined under this definition of "Permitted
Transferee"), (v) the estate of a Family Transferee, or the executor,
administrator or personal representative of the estate of a Family Transferee or
(vi) the guardian, conservator, or custodian of any Family Transferee adjudged
disabled by a court of competent jurisdiction. For purposes of this definition
of "Permitted Transferee":

                  (A) The relationship of any person that is derived by or
       through legal adoption shall be considered a natural one.

                  (B) Each joint owner of Restricted Shares shall be considered
       a holder of such shares who must qualify as a Permitted Transferee.

                  (C) Each reference to a corporation or limited liability
       company shall include any successor corporation or limited liability
       company resulting from merger, consolidation, reorganization or
       recapitalization; each reference to a partnership shall include any
       successor partnership resulting from the death or withdrawal of a
       partner; each reference to a trustee, executor or any other personal
       representative shall include any successor trustee, successor executor or
       successor personal representative.

In this Agreement, a "Permitted Transferee" of a Person shall mean a Permitted
Transferee who shall own Restricted Shares received, directly or indirectly,
from such Person pursuant to one or more Transfers made pursuant to and in
accordance with Section 5.1(a).

     "Person" shall mean any individual, corporation, proprietorship, firm,
partnership, limited partnership, limited liability company, trust, association
or other entity.

     "Purchase Agreement" shall have the meaning set forth in the recitals
hereto.

     "Purchased Assets" shall have the meaning set forth in the recitals hereto.

     "Restricted Shares" shall mean the New GWW Shares and the Other Slavik
Shares.

     "Restricted Signatories" shall have the meaning set forth in the preamble
hereto.

     "Rule 144" shall mean Rule 144 as promulgated by the SEC under the
Securities Act, as such rule may be amended from time to time, or any similar
successor rule that may be promulgated by the SEC.

     "SEC" shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.

     "Securities Act" shall mean the Securities Act of 1933, as amended, or any
similar successor federal statute, and the rules and regulations thereunder, all
as the same shall be in effect at the time.

     "Securities Act Legend" shall have the meaning assigned to such term in the
Purchase Agreement.

     "Share Transfer Restriction Agreement Legend" shall have the meaning set
forth in Section 9.1.

     "Slavik Shareholder" shall mean (i) any Restricted Signatory or (ii) any
Slavik Transferee.

     "Slavik Transferee" shall mean a Permitted Transferee who shall own New GWW
Shares or Other Slavik Shares received from a Slavik Shareholder pursuant to and
in accordance with Section 5.1(a).

     "Subsidiary" shall mean, with respect to any Person, any corporation or
other entity, whether incorporated or unincorporated, of which (i) such Person
or any other Subsidiary of such Person is a general partner or (ii) at least a
majority of the securities or other interests having by their terms ordinary
voting power to elect a majority of the board of directors or others performing
similar functions with respect to such corporation or other entity is, directly
or indirectly, owned or controlled by such Person or by any one or more of its
Subsidiaries, or by such Person and any one or more of its Subsidiaries.

     "Taxes" shall mean all taxes, charges, fees, duties (including customs
duties), levies or other assessments, including income, gross receipts, net
proceeds, ad valorem, turnover, real and personal property (tangible and
intangible), sales, use, franchise, excise, goods and services, value added,
stamp, leasing, lease, user, transfer, fuel, excess profits, occupational,
interest equalization, windfall profits, severance, license, payroll,
environmental, capital stock, disability, employee's income withholding, other
withholding, unemployment and Social Security taxes, which are imposed by any
Governmental Authority, and such term shall include any interest, penalties or
additions to tax attributable thereto.

     "Transfer" shall mean (i) when used as a noun, any sale, transfer,
conveyance, grant (including a grant of a security interest), encumbrance,
pledge, hypothecation, gift, donation, bequest, devise or other disposition,
whether direct or indirect, whether or not for value, and shall include any
disposition of the economic or other risks of ownership of Restricted Shares,
including (A) a liquidation, dissolution or winding up of the Slavik Shareholder
or (B) the sale, transfer, conveyance, grant, encumbrance, pledge,
hypothecation, gift, donation, bequest, devise or other disposition, whether
direct or indirect, whether or not for value, of options, warrants or rights to
acquire, or other securities convertible into, Restricted Shares, in which case
the number of shares of Restricted Shares which such options, warrants or rights
give a right to acquire, or into which such other securities are convertible,
shall be deemed to have been Transferred and (ii) when used as a verb, making or
effecting any of the foregoing.

     "Transfer Notice" shall have the meaning set forth in Section 3.1(a).

     "Transferring Shareholder" shall have the meaning set forth in Section 3.2.

     1.2 Interpretation. The headings preceding the text of Articles and
Sections included in this Agreement and the headings to Schedules attached to
this Agreement are for convenience only and shall not be deemed part of this
Agreement or be given any effect in interpreting this Agreement. The use of the
masculine, feminine or neuter gender or the singular or plural form of words
herein shall not limit any provision of this Agreement. The use of the terms
"including" or "include" shall in all cases herein mean "including, without
limitation" or "include, without limitation," respectively. Reference to any
Person includes such Person's successors and assigns to the extent such
successors and assigns are permitted by the terms of any applicable agreement,
and reference to a Person in a particular capacity excludes such Person in any
other capacity or individually. Reference to any agreement (including this
Agreement), document or instrument means such agreement, document or instrument
as amended or modified and in effect from time to time in accordance with the
terms thereof and, if applicable, the terms hereof. Reference to any Law means
such Law as amended, modified, codified, replaced or re-enacted, in whole or in
part, including rules, regulations, enforcement procedures and any
interpretations promulgated thereunder. Underscored references to Articles,
Sections, Subsections or Schedules shall refer to those portions of this
Agreement. The use of the terms "hereunder," "hereof," "hereto" and words of
similar import shall refer to this Agreement as a whole and not to any
particular Article, Section or clause of or Exhibit or Schedule to this
Agreement. No specific representation, warranty or covenant contained herein
shall limit the generality or applicability of a more general representation,
warranty or covenant contained herein. A breach of or inaccuracy in any
representation, warranty or covenant shall not be affected by the fact that any
more general or less general representation, warranty or covenant was not also
breached or inaccurate. The word "class" when used by reference to securities or
Restricted Shares shall have the meaning as set forth in Section 12 of the
Exchange Act.

                                   ARTICLE II

                          RESTRICTIONS ON TRANSFERS OF
                                 NEW GWW SHARES

     2.1 Restrictions On Transfers of New GWW Shares. In addition to complying
with Rule 144 and all other Transfer restrictions and other requirements under
any other Law, in each case if and to the extent applicable, each MCC
Shareholder shall comply with the following restrictions on Transfers of New GWW
Shares following the Closing:

     (a) During the period from and after the date hereof and through and
including the first Anniversary, no MCC Shareholder shall Transfer, and no MCC
Shareholder shall permit any Permitted Transferee of such MCC Shareholder to
Transfer, any New GWW Shares;

     (b) During the period from and after the first Anniversary through and
including the second Anniversary, no MCC Shareholder shall Transfer, and no MCC
Shareholder shall permit any Permitted Transferee of such MCC Shareholder to
Transfer, New GWW Shares in an aggregate number, for all such Transfers by such
MCC Shareholder and its Permitted Transferees, greater than twenty-five percent
(25%) of the New GWW Shares received by such MCC Shareholder pursuant to the
Liquidation (including the Escrow Shares of such MCC Shareholder held by the
Escrow Agent);

     (c) During the period from and after the second Anniversary through and
including the third Anniversary, no MCC Shareholder shall Transfer, and no MCC
Shareholder shall permit any Permitted Transferee of such MCC Shareholder to
Transfer, New GWW Shares in an aggregate number, for all such Transfers by such
MCC Shareholder and its Permitted Transferees, greater than the remainder of (i)
fifty percent (50%) of the New GWW Shares received by such MCC Shareholder
pursuant to the Liquidation (including the Escrow Shares of such MCC Shareholder
held by the Escrow Agent) less (ii) the total New GWW Shares Transferred by such
MCC Shareholder and its Permitted Transferees during the period and within the
limitations set forth in Section 2.1(b);

     (d) During the period from and after the third Anniversary through and
including the fourth Anniversary, no MCC Shareholder shall Transfer, and no MCC
Shareholder shall permit any Permitted Transferee of such MCC Shareholder to
Transfer, New GWW Shares in an aggregate number, for all such Transfers by such
MCC Shareholder and its Permitted Transferees, greater than the remainder of (i)
seventy-five percent (75%) of the New GWW Shares received by such MCC
Shareholder pursuant to the Liquidation (including the Escrow Shares of such MCC
Shareholder held by the Escrow Agent) less (ii) the total New GWW Shares
Transferred by such MCC Shareholder and its Permitted Transferees during the
period and within the limitations set forth in Section 2.1(b) and (c);

     (e) After the fourth Anniversary, each MCC Shareholder and each Permitted
Transferee of such MCC Shareholder may Transfer any or all of the New GWW Shares
(other than the Escrow Shares);

provided that (i) each such Transfer of New GWW Shares shall be subject to all
of the provisions of this Agreement, including Articles III, IV and V, (ii) no
MCC Shareholder may Transfer any New GWW Shares constituting Escrow Shares
unless and until such shares have been released from the Escrow Fund and
distributed to such MCC Shareholder by the Escrow Agent pursuant to the terms of
the Escrow Agreement, (iii) any Transfer of New GWW Shares described in Section
5.1(a), (c), (d), (e) or (f) shall not be included in determining compliance by
any MCC Shareholder with the provisions of this Article II and (iv) any Transfer
of New GWW Shares described in Section 5.1(g) shall not be included in
determining compliance by any MCC Shareholder with the provisions of this
Article II, provided that (A) any subsequent foreclosure or similar action
resulting in such a Transfer of any or all of the New GWW Shares to, by, on
behalf of, or for the benefit of the Bona Fide Pledgee, are made in accordance
with Rule 144 (and, in any event, no such foreclosure or similar action shall be
made prior to the first Anniversary) and (B) on the date the MCC Shareholder
makes, grants or enters into the bona fide pledge constituting such a Transfer,
the amount of the bona fide indebtedness secured by such pledge does not exceed
eighty-five percent (85%) of the aggregate Market Value of the New GWW Shares
pledged as collateral security for such indebtedness.

                                  ARTICLE III

                               NOTICES OF TRANSFER

     3.1 Requirement to Provide Transfer Notice.

     (a) Subject to Section 3.1(b), during the period from the Closing Date to
the tenth Anniversary:

         (i) No Slavik Shareholder shall Transfer any New GWW Shares without
first providing a written notice (a "Transfer Notice") to GWW complying with
this Article III.

         (ii) No Slavik Shareholder shall Transfer any Other Slavik
Shares in a negotiated private transaction effected by or on behalf of such
Slavik Shareholder or in any other manner other than pursuant to a "brokers
transaction" (within the meaning of section 4(4) of the Securities Act) or a
transaction directly with a "market maker" (as that term is defined in section
3(a)(38) of the Securities Act) as contemplated by Rule 144 without first
providing a Transfer Notice to GWW complying with this Article III.

     (b) Notwithstanding anything to the contrary set forth in Section 3.1(a),
(i) no Transfer Notice shall be required to be provided by a Slavik Shareholder
to GWW in connection with any Transfer of New GWW Shares or Other Slavik Shares
described in Section 5.1(d), (e) or (f), (ii) no Transfer Notice shall be
required to be provided by a Slavik Shareholder to GWW in connection with any
Transfer of Other Slavik Shares described in Section 5.1(c), provided that the
Other Slavik Shares so Transferred by such Slavik Shareholder do not exceed
1,000 shares in the aggregate during any twelve-month period prior to the tenth
Anniversary and (iii) any Transfer Notice required to be provided by a Slavik
Shareholder to GWW in connection with any Transfer described in Section 5.1(a),
(b), (c) or (g) shall be provided by such Slavik Shareholder to GWW not less
than three (3) Business Days following such Transfer.

     3.2 Contents of Transfer Notice. Subject to the last sentence of this
Section 3.2, each Transfer Notice to be provided by a Slavik Shareholder (each,
a "Transferring Shareholder") to GWW shall be substantially in the form set
forth in Exhibit A and shall indicate the Transferring Shareholder's good faith
intention to make a Transfer of Restricted Shares and shall set forth (i) the
method of making the proposed Transfer; (ii) the number of Restricted Shares
proposed to be Transferred by such Transferring Shareholder (the "Offered
Shares"), (iii) the name and mailing address of the proposed purchaser or
proposed transferee, as the case may be, (iv) if the proposed Transfer is a
proposed sale, the proposed purchase price per share of the Offered Shares (the
"Offer Price") and (v) the other terms and conditions of the proposed Transfer;
provided that (i) if the proposed Transfer of Offered Shares is to be made
pursuant to a "brokers transaction" (within the meaning of section 4(4) of the
Securities Act) or a transaction directly with a "market maker" (as that term is
defined in section 3(a)(38) of the Securities Act) as contemplated by Rule 144,
the Transfer Notice may state that the proposed purchaser(s) are open market
purchasers (in which case no address need be provided) and (ii) instead of
specifying an Offer Price, the Transfer Notice may state that the proposed
purchase price per share of the Offered Shares shall be (A) the market price for
shares of GWW Common Stock on the New York Stock Exchange at the time of the
Transfer, (B) the market price for shares of GWW Common Stock on the New York

Stock Exchange at the time of the Transfer but not less than a specified amount,
(C) a price calculated based on a specified premium (or discount) over (or
under) the market price for shares of GWW Common Stock on the New York Stock
Exchange at the time of the Transfer, (D) a price calculated based on an average
of the market price for shares of GWW Common Stock on the New York Stock
Exchange over a specified time period prior to the Transfer, (E) a price
calculated using a specified and determinable formula similar to any of the
foregoing based on the market price for shares of GWW Common Stock on the New
York Stock Exchange at or prior to the Transfer or (F) a price calculated using
any of the foregoing formulas but not less than a specified amount (each
referred to herein as a "Market Price"); provided that if the Transfer Notice
merely states that the proposed purchase price per share of the Offered Shares
shall be "at market" or "at the market price," without specifying the method of
calculating the Market Price, then the Market Price shall be deemed to be the
market price for shares of GWW Common Stock on the New York Stock Exchange at
the time of the Transfer. In the case of a Transfer Notice to be provided by a
Slavik Shareholder to GWW in connection with a Transfer described in Section
5.1(a), (b), (c) or (g) that has been consummated, the Transfer Notice shall
identify the date that such Transfer occurred and shall set forth the same
information with respect to such Transfer as is described in the first sentence
of this Section 3.2 (other than the information described in clause (iv)
thereof)).

                                   ARTICLE IV

                             RIGHT OF FIRST REFUSAL

     4.1 Right of GWW to Purchase.

     (a) No Transfer of Offered Shares (other than a Transfer described in
Section 5.1) shall be made except in accordance with this Article IV.

     (b) Subject to Section 4.1(c), during the Election Period with respect to a
proposed Transfer, GWW may, by delivering a written notice (an "Election
Notice") to the Transferring Shareholder, elect to purchase all (but not only a
portion) of the Offered Shares at the Offer Price specified in the Transfer
Notice related to such proposed Transfer (or, if such Transfer Notice specified
a Market Price, at the higher of (i) the minimum price, if any, specified in
such Transfer Notice or (ii) the Market Price, which shall be calculated as if
the proposed Transfer had occurred at the close of the market on the trading day
immediately prior to the day that GWW delivers such Election Notice to the
Transferring Shareholder) and upon the other terms and conditions set forth in
such Transfer Notice.

     (c) Notwithstanding anything to the contrary set forth in Section 4.1(b), a
Transferring Shareholder may elect not to consummate any proposed Transfer of
Offered Shares for which a Transfer Notice has been provided to GWW and may
withdraw the Transfer Notice with respect to such Offered Shares by delivering a
written notice of such withdrawal to GWW at any time prior to delivery by GWW of
an Election Notice with respect to such Offered Shares to the Transferring
Shareholder.

     4.2 Right of Transferring Shareholder to Sell. If GWW does not deliver an
Election Notice with respect to the Offered Shares to the Transferring
Shareholder within the Election Period, then the Transferring Shareholder shall
be permitted to Transfer all of the Offered Shares to the proposed purchaser(s)
specified in the Transfer Notice at the Offer Price (or, if the Transfer Notice
specified a Market Price, at the Market Price) and upon the other terms and
conditions set forth in such Transfer Notice, within sixty (60) days following
the expiration of the Election Period. If such Transfer is not completed within
such sixty (60) day period, the Transferring Shareholder may not Transfer the
Offered Shares without again complying with all of the provisions of this
Agreement, including this Article IV.

     4.3 Closing of Purchases by GWW. If GWW delivers an Election Notice with
respect to the Offered Shares to the Transferring Shareholder within the
Election Period, then (i) the Transferring Shareholder shall not Transfer the
Offered Shares as contemplated in the Transfer Notice and (ii) the Transferring
Shareholder shall Transfer the Offered Shares to GWW as contemplated in the
Election Notice. The closing of the purchase and sale of any Offered Shares to
be acquired by GWW hereunder shall be held at the offices of GWW on such dates
and times as the parties may agree but in any event within ten (10) days
following the day that GWW delivered the Election Notice with respect to such
Offered Shares to the Transferring Shareholder.

                                   ARTICLE V

                     EXCEPTIONS AND OTHER SPECIAL PROVISIONS
                  CONCERNING NOTICES AND RIGHT OF FIRST REFUSAL

     5.1 Exceptions to Right of First Refusal. Notwithstanding anything to the
contrary set forth herein, the provisions of Article IV shall not apply to any
of the following Transfers of Restricted Shares by a Slavik Shareholder:

     (a) a Transfer of Restricted Shares to a Permitted Transferee of such
Slavik Shareholder or to any other Slavik Shareholder, provided that such
Restricted Shares shall continue to be subject to all of the provisions of this
Agreement to the same extent as when such Restricted Shares were held by the
transferor and, with respect to a Transfer to a Permitted Transferee who is not
a Slavik Shareholder, the Permitted Transferee shall, prior to such Transfer,
execute and deliver to GWW and to any other issuer of Restricted Shares, a
written agreement substantially in the form set forth in Exhibit B attached
hereto or otherwise in a form reasonably satisfactory to GWW and any such other
issuer, in which the Permitted Transferee shall agree that, as to the Restricted
Shares so Transferred, such Permitted Transferee shall be bound by all of the
provisions of this Agreement to the same extent as the transferor hereunder
(other than the indemnification obligations of the transferor set forth in
Article VIII), and provided further that no Transfer of Restricted Shares by a
Slavik Shareholder pursuant to this Section 5.1(a) shall limit or otherwise
affect such Slavik Shareholder's obligations (including the indemnification
obligations of such Slavik Shareholder set forth in Article VIII) under this
Agreement;

     (b) a Transfer of New GWW Shares by a Slavik Shareholder pursuant to a
"brokers transaction" (within the meaning of section 4(4) of the Securities Act)
or a transaction directly with a "market maker" (as that term is defined in
section 3(a)(38) of the Securities Act) as contemplated by Rule 144, but only to
the extent the New GWW Shares so Transferred by such Slavik Shareholder
(together with all other New GWW Shares so Transferred by the Permitted
Transferees of such Slavik Shareholder and, if such Slavik Shareholder is a
Slavik Transferee, together with all other New GWW Shares so Transferred by the
Original Owner of such New GWW Shares and all Permitted Transferees of such
Original Owner), do not exceed in the aggregate, during any twelve-month period
prior to the tenth Anniversary, the greater of (i) 5,000 shares or (ii) two
percent (2%) of the aggregate number of shares of GWW Common Stock owned by such
Slavik Shareholder at the time of the Closing, as represented and warranted by
such Slavik Shareholder in the schedule that such Slavik Shareholder has
previously provided to GWW as contemplated by Section 6.4, or if not so
represented and warranted by such Slavik Shareholder, two percent (2%) of the
New GWW Shares that were acquired by such Slavik Shareholder (or, if such Slavik
Shareholder is a Slavik Transferee, by the Original Owner of such New GWW
Shares) in the Liquidation;

     (c) a Transfer of Restricted Shares as a donation to a Charitable
Organization;

     (d) a Transfer of Restricted Shares pursuant to the terms of any tender
offer made pursuant to Regulation 14D promulgated under the Exchange Act or
exchange offer pursuant to a registration statement filed under the Securities
Act to purchase or acquire any portion of the outstanding securities
constituting the same class of securities as the Restricted Shares being
transferred pursuant to this Section 5.1(d) which is extended equally to all
holders of securities of such class and which is approved by the board of
directors of the issuer of such class of securities, provided that if, following
completion of any such offer, the holders of securities of such class
immediately prior to such offer, in their capacity as such holders, received
capital stock of the entity making such offer having at least a majority of the
combined voting power of the capital stock of such entity, then the capital
stock of such entity received by the Slavik Shareholders pursuant to such offer
shall be subject to all of the provisions of this Agreement;

     (e) a Transfer of Restricted Shares pursuant to any merger or consolidation
involving the issuer of Restricted Shares which is approved by the board of
directors of such issuer, provided that if, following such merger or
consolidation, the holders of securities of such class immediately prior to such
merger or consolidation, in their capacity as such holders, received capital
stock of an entity involved in such merger or consolidation having at least a
majority of the combined voting power of the capital stock of such entity, then
the capital stock of such entity received by the Slavik Shareholder pursuant to
such merger or consolidation shall be subject to all of the provisions of this
Agreement;

     (f) a Transfer of Restricted Shares in connection with any
recapitalization, reorganization, reclassification, change of domicile merger or
other similar transaction (A) which is approved by the board of directors of the
issuer of such Restricted Shares and (B) in which there is no change in the
relative percentages of ownership among the holders of the capital stock of the
resulting or surviving entity, except for changes resulting from cash payments
in lieu of fractional shares, from the percentages of ownership of the class of
securities of which such Restricted Shares are a part which existed immediately
prior to such transaction, provided that the capital stock of such surviving or
resulting entity shall be subject to all of the provisions of this Agreement;
and
     (g) a bona fide pledge by a Slavik Shareholder to Glenview State Bank or a
Bank which has total assets of at least $1 billion (each, a "Bona Fide Pledgee")
of Restricted Shares as collateral security for bona fide indebtedness for
borrowed money due from such Slavik Shareholder to such Bona Fide Pledgee,
provided that (A) upon any release or termination of such pledge, such
Restricted Shares shall continue to be subject to all of the provisions of this
Agreement to the same extent as if such shares had not been pledged by the
Slavik Shareholder, (B) in the event of a bona fide foreclosure or other similar
action resulting in a Transfer of any or all of the pledged Restricted Shares
to, by, on behalf of or for the benefit of such Bona Fide Pledgee made in
accordance with Rule 144, except as provided in clause (C) of this Section
5.1(g), any such pledged shares shall no longer be subject to any of the
provisions of this Agreement and (C) with respect to any bona fide pledge of
Restricted Shares made or granted pursuant to an agreement entered into after
the date of this Agreement, such Bona Fide Pledgee agrees to provide a written
notice to GWW in accordance with Section 10.4 of any foreclosure or similar
action resulting in a Transfer of any or all of the pledged Restricted Shares
to, by, on behalf of or for the benefit of such Bona Fide Pledgee at least three
(3) Business Days prior to such foreclosure or action, provided that an
extension of the term of a pledge agreement in existence prior to the date of
this Agreement shall not be deemed to be an agreement entered into after the
date of this Agreement.

     5.2 Stock Splits And Dividends. If there is any increase or decrease in the
number of issued and outstanding Restricted Shares following the Closing Date
resulting from a subdivision or consolidation of shares or the payment of a
stock dividend or any other increase or decrease in the number of issued and
outstanding Restricted Shares effected without receipt of consideration by GWW
or the issuer thereof, as applicable, the shares resulting from such subdivision
or consolidation or issued as such dividend or otherwise shall be subject to all
of the provisions of this Agreement to the same extent as were the shares as to
which such subdivision or consolidation occurred or the shares with respect to
which such dividend was distributed or such other increase or decrease occurred.

     5.3 Changes In Ownership Of Certain Entities. If, by reason of any proposed
change in the ownership of the stock, partnership interests or member interests,
or the identity or ownership interests of the managers of a Permitted Transferee
who acquired Restricted Shares pursuant to Section 5.1(a), such corporation,
partnership or limited liability company would no longer qualify as a Permitted
Transferee under clause (iv) of the "Permitted Transferee" definition, then the
event by which such proposed change of ownership shall occur shall be deemed to
be a Transfer of all of the Restricted Shares then held by such corporation,
partnership or limited liability company which were acquired by such
corporation, partnership or limited liability company pursuant to Section
5.1(a), which Transfer must comply with all of the provisions of this Agreement.

                                   ARTICLE VI

            REPRESENTATIONS AND WARRANTIES OF RESTRICTED SIGNATORIES

     Each Restricted Signatory severally represents and warrants to GWW, as of
the date of this Agreement, as set forth below. The information disclosed on any
Schedule attached hereto shall be deemed to relate solely to the section of this
Article VI to which such Schedule relates and shall not be deemed to relate to
any other sections to which such disclosures may apply unless such disclosure is
cross-referenced in the Schedule(s) relating to such other section(s), and only
to the extent that the applicable information or risk is described.

     6.1 Due Organization. If such Restricted Signatory is not a natural person,
such Restricted Signatory is an entity duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization.

     6.2 Due Authorization. If such Restricted Signatory is not a natural
person, such Restricted Signatory has full power and authority to execute,
deliver and perform this Agreement and to consummate the transactions
contemplated hereby. If such Restricted Signatory is a natural person, such
Restricted Signatory has the legal capacity, power and authority to execute,
deliver and perform this Agreement and to consummate the transactions
contemplated hereby. If such Restricted Signatory is a trust or a custodianship,
the trustee of such trust or the custodian of such custodianship, as the case
may be, has the legal capacity, power and authority, on behalf of such trust or
custodianship, as the case may be, to execute, deliver and perform this
Agreement and to consummate the transactions contemplated hereby. Such
Restricted Signatory has taken all action required by Law, such Restricted
Signatory's organizational or governing documents (if applicable), or otherwise
to authorize the execution, delivery and performance of this Agreement and the
consummation by such Restricted Signatory of the transactions contemplated
hereby. Such Restricted Signatory has duly and validly executed and delivered
this Agreement. This Agreement constitutes legal, valid and binding obligations
of such Restricted Signatory, enforceable in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws in effect that affect the enforcement
of creditors' rights generally and by equitable limitations on the availability
of specific remedies.

     6.3 Consents and Approvals; Authority.

     (a) Except as described in Schedule 6.3(a), no consent, authorization or
approval of, filing or registration with, waiver of any right of first refusal
or first offer from, or cooperation from, any Governmental Authority or any
other Person is necessary in connection with the execution, delivery and
performance by such Restricted Signatory of this Agreement or the consummation
by such Restricted Signatory of the transactions contemplated hereby.

     (b) The execution, delivery and performance by such Restricted Signatory of
this Agreement and the consummation by such Restricted Signatory of the
transactions contemplated hereby, do not and will not (i) violate any Law
applicable to or binding on such Restricted Signatory, or any of such Restricted
Subsidiary's assets or properties; (ii) violate or conflict with, result in a
breach or termination of, constitute a default or give any third party any
additional right (including a termination right) under, permit cancellation of,
result in the creation of any Lien upon any of the assets or properties of such
Restricted Signatory under, or result in or constitute a circumstance which,
with or without notice or lapse of time or both, would constitute any of the
foregoing under, any Contract to which such Restricted Signatory is a party or
by which such Restricted Signatory or any of such Restricted Subsidiary's assets
or properties are bound; (iii) permit the acceleration of the maturity of any
indebtedness of such Restricted Signatory or indebtedness secured by any of such
Restricted Subsidiary's assets or properties; or (iv) violate or conflict with
any provision of the certificate of incorporation, by-laws or similar
organizational instruments of such Restricted Signatory.

     6.4 Ownership of GWW Common Stock. Such Restricted Signatory has previously
provided to GWW a schedule that sets forth (i) the name, address and taxpayer
identification number of such Restricted Signatory, (ii) the number of New GWW
Shares (including the number of Escrow Shares) being received by such Restricted
Signatory in connection with the Liquidation and (iii) except with respect to
John H. Slavik, David A. Slavik, Sean T. Slavik and the Sean Thomas Slavik
Trust, (A) the total number of other shares of GWW Common Stock legally or
beneficially owned by such Restricted Signatory, (B) the names and accounts in
which each of such New GWW Shares and other shares of GWW Common Stock are held
and (C) the number of such New GWW Shares and other shares of GWW Common Stock
that are subject to a pledge or similar encumbrance and the identity of the
pledgee and the date such shares became subject to such pledge or similar
encumbrance.

                                  ARTICLE VII

                      REPRESENTATIONS AND WARRANTIES OF GWW

     GWW represents and warrants to the Restricted Signatories, as of the
date of this Agreement, as follows:

     7.1 Due Incorporation. GWW is a corporation duly organized, validly
existing and in good standing under the laws of the State of Illinois, with all
requisite power and authority to own, lease and operate its properties and to
carry on its business as now being conducted.

     7.2 Due Authorization. GWW has full power and authority to execute, deliver
and perform this Agreement and to consummate the transactions contemplated
hereby. The execution, delivery and performance by GWW of this Agreement, and
the consummation by GWW of the transactions contemplated hereby, have been duly
and validly approved by the board of directors of GWW, and no other actions or
proceedings on the part of GWW are necessary to authorize this Agreement or the
transactions contemplated hereby. GWW has duly and validly executed and
delivered this Agreement. This Agreement constitutes legal, valid and binding
obligations of GWW, enforceable in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws in effect that affect the enforcement of
creditors' rights generally and by equitable limitations on the availability of
specific remedies.

     7.3 Consents and Approvals; Authority.

     (a) Except as described in Schedule 7.3(a), no consent, authorization or
approval of, filing or registration with, or cooperation from, any Governmental
Authority or any other Person not a party to this Agreement is necessary in
connection with the execution, delivery and performance by GWW of this Agreement
or the consummation by GWW of the transactions contemplated hereby.

     (b) The execution, delivery and performance by GWW of this Agreement, and
the consummation by GWW of the transactions contemplated hereby, do not and will
not (i) violate any Law applicable to or binding on GWW or any of its assets or
properties; (ii) violate or conflict with, result in a breach or termination of,
constitute a default or give any third party any additional right (including a
termination right) under, permit cancellation of, result in the creation of any
Lien upon any of the assets or properties of GWW under, or result in or
constitute a circumstance which, with or without notice or lapse of time or
both, would constitute any of the foregoing under, any Contract to which GWW is
a party or by which GWW or any of its assets or properties are bound; (iii)
permit the acceleration of the maturity of any indebtedness of GWW or
indebtedness secured by its assets or properties; or (iv) violate or conflict
with any provision of GWW's articles of incorporation or by-laws.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     8.1 Survival. All of the representations and warranties of the parties
hereto contained herein shall survive until the tenth Anniversary.

     8.2 Indemnification by Restricted Signatories. Each Restricted Signatory
(and each Permitted Transferee of such Restricted Signatory) severally agrees to
indemnify each of the GWW Indemnified Parties against, and agrees to hold each
of the GWW Indemnified Parties harmless from, any and all Losses incurred or
suffered by any or all of the GWW Indemnified Parties arising out of or in
connection with any of the following:

     (a) any breach of or any inaccuracy in (or any third party claim involving
an alleged breach of or inaccuracy in) any representation or warranty made by
such Restricted Signatory (or by any Permitted Transferee of such Restricted
Signatory) in this Agreement; or

     (b) any breach (or any third party claim involving an alleged
breach) by such Restricted Signatory (or by any Permitted Transferee of such
Restricted Signatory) of or failure (or any third party claim involving an
alleged failure) by such Restricted Signatory (or by any Permitted Transferee of
such Restricted Signatory) to perform any covenant, agreement or obligation of
such Restricted Signatory (or of any Permitted Transferee of such Restricted
Signatory) in this Agreement.

     8.3 Indemnification by GWW. GWW agrees to indemnify each Restricted
Signatory against, and agrees to hold each of them harmless from, any and all
Losses incurred or suffered by such Restricted Signatory arising out of or in
connection with any of the following:

     (a) any breach of or any inaccuracy in (or any third party claim involving
an alleged breach of or inaccuracy in) any representation or warranty made by
GWW in this Agreement; or

     (b) any breach (or any third party claim involving an alleged breach) of or
failure (or any third party claim involving an alleged failure) by GWW to
perform any covenant, agreement or obligation of GWW in this Agreement.

     8.4 Claims. As soon as is reasonably practicable after becoming aware of a
claim for indemnification under this Agreement not involving a claim, or the
commencement of any suit, action or proceeding, of the type described in Section
8.5, the Indemnified Person shall give notice to the Indemnifying Person of such
claim; provided, that the failure of the Indemnified Person to give notice shall
not relieve the Indemnifying Person of its obligations under this Article VIII,
except to the extent the Indemnifying Person shall have been materially
prejudiced thereby.

     8.5 Notice of Third Party Claims; Assumption of Defense. The Indemnified
Person shall give notice as promptly as is reasonably practicable to the
Indemnifying Person of the assertion of any claim, or the commencement of any
suit, action or proceeding, by any Person not a party hereto in respect of which
indemnity may be sought under this Agreement; provided, that the failure of the
Indemnified Person to give notice shall not relieve the Indemnifying Person of
its obligations under this Article VIII, except to the extent the Indemnifying
Person shall have been materially prejudiced thereby. The Indemnifying Person
may, at its own expense, (a) participate in the defense of any such claim, suit,
action or proceeding and (b) upon notice to the Indemnified Person and the

Indemnifying Person's delivering to the Indemnified Person a written agreement
that the Indemnified Person is entitled to indemnification pursuant to Section
8.2 or Section 8.3 for all Losses arising out of such claim, suit, action or
proceeding and that the Indemnifying Person shall be liable for the entire
amount of any Loss resulting therefrom, at any time during the course of any
such claim, suit, action or proceeding, assume the defense thereof; provided,
that (i) the Indemnifying Person's counsel is reasonably satisfactory to the
Indemnified Person and (ii) the Indemnifying Person shall thereafter consult
with the Indemnified Person upon the Indemnified Person's reasonable request for
such consultation from time to time with respect to such claim, suit, action or
proceeding. If the Indemnifying Person assumes such defense, the Indemnified
Person shall have the right (but not the duty) to participate in the defense
thereof and to employ counsel, at its own expense, separate from the counsel
employed by the Indemnifying Person. If, however, the Indemnified Person
reasonably determines in its judgment that representation by the Indemnifying
Person's counsel of both the Indemnifying Person and the Indemnified Person
would present such counsel with a conflict of interest, then such Indemnified
Person may employ separate counsel to represent or defend it in any such claim,
action, suit or proceeding and the Indemnifying Person shall pay the reasonable
fees and disbursements of such separate counsel. Whether or not the Indemnifying
Person chooses to defend or prosecute any such claim, suit, action or
proceeding, all of the parties hereto shall cooperate in the defense or
prosecution thereof.

     8.6 Settlement or Compromise. Any settlement or compromise made or caused
to be made by the Indemnified Person or the Indemnifying Person, as the case may
be, of any such claim, suit, action or proceeding of the kind referred to in
Section 8.5 shall also be binding upon the Indemnifying Person or the
Indemnified Person, as the case may be, in the same manner as if a final
judgment or decree had been entered by a court of competent jurisdiction in the
amount of such settlement or compromise; provided, that no obligation,
restriction or Loss shall be imposed on the Indemnified Person or the
Indemnifying Person (other than obligations arising under this Agreement) as a
result of such settlement without its prior written consent, which consent shall
not be unreasonably withheld. The Indemnified Person will give the Indemnifying
Person at least fifteen (15) days' notice of any proposed settlement or
compromise of any claim, suit, action or proceeding referred to in Section 8.5
that it is defending, during which time the Indemnifying Person may, on
reasonable grounds, reject such proposed settlement or compromise; provided,
that from and after such rejection, the Indemnifying Person shall be obligated
to assume the defense of and full and complete liability and responsibility for
such claim, suit, action or proceeding and any and all Losses in connection
therewith. Likewise, the Indemnifying Person will give the Indemnified Person at
least fifteen (15) days' notice of any proposed settlement or compromise of any
claim, suit, action or proceeding referred to in Section 8.5 that it is
defending, during which time the Indemnified Person may, on reasonable grounds,
reject such proposed settlement or compromise; provided, that from and after
such rejection, the Indemnified Person shall defend the claim at its expense and
the Indemnifying Person's liability shall be limited to the amount of the
proposed settlement or compromise.

     8.7 Failure of Indemnifying Person to Act. In the event that the
Indemnifying Person does not elect to assume the defense of any claim, suit,
action or proceeding, then any failure of the Indemnified Person to defend or to
participate in the defense of any such claim, suit, action or proceeding or to
cause the same to be done, shall not relieve the Indemnifying Person of its
obligations hereunder.

     8.8 Acknowledgment; No Obligation to Set-Off Against Escrow Fund. Each
Restricted Signatory agrees and acknowledges that (i) the right of
indemnification of the GWW Indemnified Parties hereunder is absolute, (ii) the
indemnification obligations of such Restricted Signatory shall not in any manner
be limited to the Escrow Shares or any other assets that may be contained in the
Escrow Fund at any time, and (iii) the GWW Indemnified Parties are not obligated
to seek satisfaction of a claim for indemnification pursuant to this Agreement
from the Escrow Fund established pursuant to the Escrow Agreement prior to
seeking satisfaction of such a claim from such Restricted Signatory.

                                   ARTICLE IX

                                     LEGENDS

     9.1 Legends. For so long as the restrictions hereunder are applicable to
such shares as determined by GWW in GWW's reasonable discretion, in addition to
the Securities Act Legend and any other legends required by the Purchase
Agreement, all certificates representing New GWW Shares shall be stamped or
otherwise imprinted with a legend (the "Share Transfer Restriction Agreement
Legend") in substantially the following form: "The sale, transfer or other
disposition of the shares represented by this certificate prior to February 28,
2012 is subject to, and may not be made except in compliance with, the
conditions specified in a Share Transfer Restriction Agreement with W.W.
Grainger, Inc. (the "Company"). A copy of the Share Transfer Restriction
Agreement is on file and may be inspected at the principal office of the Company
and will be furnished by the Company to the holder hereof upon request and
without charge."

     9.2 Removal of Legends.

     (a) Upon receipt by GWW of a written notice from a Slavik Shareholder
stating that such Slavik Shareholder has made or is making a Transfer described
in Section 5.1(b), (c), (d), (e) or (f) of any New GWW Shares (other than a
Transfer in which New GWW Shares will remain subject to the provisions of this
Agreement) or a Transfer in accordance with Section 4.2 of any New GWW Shares
for which GWW did not deliver an Election Notice, along with the certificate or
certificates representing the New GWW Shares Transferred or to be Transferred,
GWW shall promptly instruct its transfer agent to register the number of shares
Transferred or to be Transferred in the name of the transferee or to the selling
broker in "street name" and to deliver one or more new certificates representing
such Transferred shares to the Slavik Shareholder or to the Slavik Shareholder's
designee(s), which new certificate or certificates shall not contain the Share
Transfer Restriction Agreement Legend, provided that GWW shall have no
obligation to provide such instructions to its transfer agent unless and until
GWW has received satisfactory written evidence that such Transfer was made or is
being made in accordance with the requirements of Rule 144 and 145 and otherwise
in compliance with the Securities Act and all applicable state securities laws
as contemplated by Section 9.2(b).

     (b) Upon receipt by GWW of satisfactory written evidence (which evidence
shall include, at GWW's reasonable request, an opinion of counsel reasonably
acceptable to GWW, in form and substance reasonably acceptable to GWW) that a
Slavik Shareholder has Transferred or is Transferring New GWW Shares in
accordance with the requirements of Rule 144 and 145 and otherwise in compliance
with the Securities Act and all applicable state securities laws, along with the
certificate or certificates representing the New GWW Shares Transferred or to be
Transferred, GWW shall promptly instruct its transfer agent to register the
number of shares Transferred or to be Transferred in the name of the transferee
or to the selling broker in "street name" and to deliver one or more new
certificates representing such Transferred shares to the Slavik Shareholder or
to the Slavik Shareholder's designee(s), which new certificate or certificates
shall not contain the Securities Act Legend, provided that GWW shall have no
obligation to provide such instructions to its transfer agent unless such
Transfer was made or is being made in compliance with all of the provisions of
this Agreement.

     (c) At any time following the tenth Anniversary, upon receipt by GWW from
any Slavik Shareholder of one or more certificates representing Restricted
Shares, GWW shall promptly instruct its transfer agent to (i) cancel such
returned certificate or certificates and (ii) deliver one or more new
certificates representing such Restricted Shares to such Slavik Shareholder or
to such Slavik Shareholder's designee, which new certificate or certificates
shall not contain the Share Transfer Restriction Agreement Legend.

     9.3 Later Delivery of Certificates. In the event that any additional shares
of GWW Common Stock or other shares of capital stock or securities shall become
New GWW Shares at any time following the Closing, upon the request of GWW, the
holder of such New GWW Shares shall promptly deliver the certificates for such
New GWW Shares to GWW for the sole purpose of permitting GWW to stamp or
otherwise imprint the Share Transfer Restriction Agreement Legend thereon. GWW
shall promptly return such certificates to such holder after GWW has so stamped
or imprinted such certificates.

     9.4 Uncertificated Shares. To the extent any New GWW Shares are not
evidenced by certificates, the books and records of GWW or the applicable issuer
(including those maintained by the registrar or transfer agent of such class of
New GWW Shares) shall contain appropriate notation indicating that such shares
are subject to, and the Transfer thereof is subject to, and may not be made
except in compliance with, all of the provisions of this Agreement.

     9.5 No Limitation of Indemnification Obligations. Nothing in this Article
IX shall limit or otherwise affect the indemnification obligations of the
Restricted Signatories (or their respective Permitted Transferees) set forth in
Article VIII or the obligation of any Restricted Signatory or Slavik Shareholder
to comply with all of the provisions of this Agreement.

                                   ARTICLE X

                                  MISCELLANEOUS

     10.1 Termination In Certain Events. The provisions of this Agreement shall
terminate and be of no further force and effect (i) with respect to any
particular class of Restricted Shares, upon the liquidation or dissolution of
the issuer of such class of Restricted Shares, (ii) with respect to any
particular class of Restricted Shares, upon the occurrence of any
reorganization, merger, consolidation or other transaction in which the holders
of securities of the same class as the applicable Restricted Shares immediately
prior to such event, in their capacity as such holders, own less than 50% of the
combined voting power of the surviving or resulting entity or (iii) upon the
tenth Anniversary.

     10.2 Implementing Agreement. Subject to the terms and conditions hereof,
each party hereto shall take all action required of it to fulfill its
obligations under the terms of this Agreement and shall otherwise use all
commercially reasonable efforts to facilitate the consummation of the
transactions contemplated hereby. Each party hereto agrees that he, she or it
will take no action that would have the effect of preventing or impairing the
performance by any party hereto of its respective obligations under this
Agreement.

     10.3 Amendment. This Agreement may be amended, modified or supplemented but
only with the written consent of GWW and each Slavik Shareholder affected by
such amendment. Without limiting the generality of the foregoing, any Slavik
Shareholder may at any time request that GWW execute and deliver to such Slavik
Shareholder a written agreement in which GWW agrees to waive or to otherwise
amend, modify or supplement the provisions of this Agreement with respect to any
or all of the Restricted Shares owned by such Slavik Shareholder or with respect
to any particular transaction regarding any or all of the Restricted Shares
owned by such Slavik Shareholder, provided that GWW shall have the right to
accept or reject all or any part of such Slavik Shareholder's request in GWW's
sole and absolute judgment.

     10.4 Notices. Any notice, request, instruction or other document to be
given hereunder by a party hereto shall be in writing and shall be deemed to
have been received, (a) when delivered if given in person or by courier or a
courier service such as Federal Express, DHL or other similar services, (b) on
the date of transmission if sent by facsimile or other wire transmission
(receipt confirmed by return facsimile) or (c) five (5) Business Days after
being deposited in the U.S. mail, certified or registered mail, postage prepaid:

     (a) If to any Restricted Signatory, addressed to the address listed for
such Restricted Signatory on the schedule for such Restricted Signatory referred
to in Section 6.4, with a copy to:

                  McDermott, Will & Emery
                  227 West Monroe Street
                  Chicago, Illinois 60606-5096
                  Attention: Daniel N. Zucker, Esq.
                  Facsimile No.: (312) 984-2097

                  and

                  Mark IV Capital, Inc.
                  100 Bayview Circle, Suite 4500
                  Newport Beach, California 92650
                  Attention: President
                  Facsimile No.: (949) 509-1104

     (b) If to a Slavik Transferee, to the address listed for such Slavik
Transferee pursuant to the written agreement executed and delivered by such
Slavik Transferee as contemplated by Section 5.1(a), with a copy to:

                  McDermott, Will & Emery
                  227 West Monroe Street
                  Chicago, Illinois 60606-5096
                  Attention: Daniel N. Zucker, Esq.
                  Facsimile No.: (312) 984-2097

                  and

                  Mark IV Capital, Inc.
                  100 Bayview Circle, Suite 4500
                  Newport Beach, California 92650
                  Attention: President
                  Facsimile No.: (949) 509-1104

(c)      If to GWW, addressed as follows:

                  W.W. Grainger, Inc.
                  100 Grainger Parkway
                  Lake Forest, Illinois 60045
                  Attention: Corporate Secretary
                  Facsimile No.: (847) 535-1045

                  with a copy to:

                  W.W. Grainger, Inc.
                  100 Grainger Parkway
                  Lake Forest, Illinois 60045
                  Attention: General Counsel
                  Facsimile No.: (847) 535-4585

                  and

                  Mayer, Brown, Rowe & Maw
                  190 South LaSalle Street
                  Chicago, Illinois  60603
                  Attention: Frederick B. Thomas, Esq.
                  Facsimile No.:  (312) 701-7711

or to such other individual or address as a party hereto may designate for
itself by notice given as herein provided.

     10.5 Effect of Investigation. Any due diligence review, audit or other
investigation or inquiry undertaken or performed by or on behalf of GWW shall
not limit, qualify, modify or amend the representations, warranties, covenants
or obligations of (including indemnities by) any Restricted Signatory made or
undertaken pursuant to this Agreement, irrespective of the knowledge and
information received (or which should have been received) therefrom by GWW.

     10.6 Payments in Dollars. Except as otherwise provided herein, all payments
pursuant hereto shall be made by electronic wire transfer in United States
Dollars in same day or immediately available funds.

     10.7 Waivers. The failure of a party hereto at any time or times to require
performance of any provision hereof shall in no manner affect its right at a
later time to enforce the same. No waiver by a party of any condition or of any
breach of any term, covenant, representation or warranty contained in this
Agreement shall be effective unless in writing, and no waiver in any one or more
instances shall be deemed to be a further or continuing waiver of any such
condition or breach in other instances or a waiver of any other condition or
breach of any other term, covenant, representation or warranty.

     10.8 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Agreement may be executed by facsimile
signature and a facsimile signature shall constitute an original signature for
all purposes.

     10.9 Successors And Assigns. Except as otherwise provided herein, the terms
and conditions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors, assigns, heirs and legal
representatives. Additionally the parties hereto agree that, to the extent GWW
is not the issuer of a particular class of securities or Restricted Shares
subject to this Agreement, GWW shall have the right to assign to the issuer of
such class of securities or Restricted Shares GWW's rights and obligations under
this Agreement with respect to such class of securities or Restricted Shares and
any such assignment will not operate as a termination or limitation of GWW's
rights and obligations under this Agreement with respect to any other class of
securities or Restricted Shares. GWW shall remain liable for any of its
obligations under this Agreement that are assigned in accordance with this
Section 10.9.

     10.10 Severability. If any provision of this Agreement shall be held
invalid, illegal or unenforceable, the validity, legality or enforceability of
the other provisions hereof shall not be affected thereby, and there shall be
deemed substituted for the provision at issue a valid, legal and enforceable
provision as similar as possible to the provision at issue.

     10.11 Remedies. The remedies provided in this Agreement shall be cumulative
and shall not preclude the assertion or exercise of any other rights or remedies
available by Law, in equity or otherwise. Each of the parties hereto hereby
acknowledges and agrees that the other parties would be damaged irreparably in
the event that any of the provisions of this Agreement are not performed in
accordance with their specific terms or are otherwise breached. Each of the
parties hereto hereby agrees that the other parties shall be entitled to an
injunction or injunctions to prevent breaches (or threatened breaches) of the
provisions of this Agreement and to enforce specific performance of the
provisions of this Agreement in addition to any other remedies provided in this
Agreement and any other rights or remedies available by Law, in equity or
otherwise.

     10.12 Entire Understanding. This Agreement, the Purchase Agreement and the
Escrow Agreement sets forth the entire agreement and understanding of the
parties hereto with respect to the transactions contemplated hereby and
supersede any and all prior agreements, arrangements and understandings among
the parties (including the Mutual Letter of Intent dated as of January 24, 2002
by and between GWW and MCC) relating to the subject matter hereof.

     10.13 Applicable Law. This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Illinois without
giving effect to the principles of conflicts of law thereof.

     10.14 Jurisdiction of Disputes; Waiver of Jury Trial. The state courts of
the County of Cook, Illinois and the United States District Court for the
Northern District of Illinois shall have the exclusive jurisdiction over any and
all litigation, proceeding or other legal action relating to or arising out of
this Agreement, the subject matter hereof or the transactions contemplated
hereby. Each of the parties hereto hereby irrevocably (a) submits to the
personal jurisdiction of such courts over such party in connection with any
litigation, proceeding or other legal action relating to or arising out of this
Agreement or the subject matter hereof or the transactions contemplated hereby,
(b) waives to the fullest extent permitted by Law any objection to the venue of
any such litigation, proceeding or other legal action which is brought in any
such court and (c) agrees to the mailing of service of process to the address
specified above for such party as an alternative method of service of process in
any such litigation, proceeding or other legal proceeding brought in any such
court. EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY LITIGATION,
PROCEEDING OR OTHER LEGAL ACTION RELATING TO OR ARISING OUT OF THIS AGREEMENT OR
ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN, AND AGREES TO TAKE ANY AND ALL
ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

     10.15 Acknowledgement of each Restricted Signatory. Each Restricted
Signatory represents to GWW that he, she or it is knowledgeable and
sophisticated as to business matters, including the subject matter of this
Agreement, that such Restricted Signatory has read this Agreement and that he,
she or it understands its terms. Each Restricted Signatory acknowledges that,
prior to assenting to the terms of this Agreement, he, she or it has been given
a reasonable time to review it, to consult with counsel of his, her or its
choice and to negotiate at arm's-length with GWW as to its contents. Each
Restricted Signatory and GWW agree that the language used in this Agreement is
the language chosen by the parties to express their mutual intent, and that no
rule or strict construction is to be applied against any Restricted Signatory or
GWW.

                                    * * * * *

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.

                                 W.W. GRAINGER, INC.

                                 By:     /s/ Richard L. Keyser
                                         ---------------------------------------
                                 Name:   Richard  L. Keyser
                                 Title:  Chairman of the Board and
                                         Chief Executive Officer

                                 The Original MCC Shareholders:

                                 BRENNAN SLAVIK TRUST

                                 By:     /s/ Paul A. Slavik
                                         ---------------------------------------
                                 Name:   Paul A. Slavik
                                 Title:  Trustee

                                 EVAN MICHAEL SLAVIK TRUST

                                 By:     /s/ Paul A. Slavik
                                         ---------------------------------------
                                 Name:   Paul A. Slavik
                                         Title:  Trustee

                                 SUSAN SLAVIK INTER-VIVOS TRUST

                                 By:     /s/ Susan Slavik Williams
                                         ---------------------------------------
                                 Name:   Susan Slavik Williams
                                 Title:  Trustee

                                 JAMES AND GLENYS SLAVIK 2000 EXEMPT
                                 TRUST FBO BRENNAN JAMES SLAVIK

                                 By:     /s/ Glenys Slavik
                                        ----------------------------------------
                                 Name:   Glenys Slavik
                                 Title:  Trustee

                                 By:     /s/ Paul A. Slavik
                                         ---------------------------------------
                                 Name:   Paul A. Slavik
                                 Title:  Trustee

                                 JAMES AND GLENYS SLAVIK 2000 EXEMPT TRUST
                                 FBO EVAN MICHAEL SLAVIK

                                 By:     /s/ Glenys Slavik
                                         ---------------------------------------
                                 Name:   Glenys Slavik
                                 Title:  Trustee

                                 By:     /s/ Paul A. Slavik
                                         ---------------------------------------
                                 Name:   Paul A. Slavik
                                 Title:  Trustee

                                 PAUL AND CATHIE SLAVIK 2000 EXEMPT
                                 TRUST FBO LAUREN D. SLAVIK

                                 By:     /s/ Cathie Slavik
                                         ---------------------------------------
                                 Name:   Cathie Slavik
                                 Title:  Trustee

                                 By:     /s/ James D. Slavik
                                         ---------------------------------------
                                 Name:   James D. Slavik
                                 Title:  Trustee

                                 PAUL AND CATHIE SLAVIK 2000 EXEMPT
                                 TRUST FBO LINDSAY C. SLAVIK

                                 By:     /s/ Cathie Slavik
                                         ---------------------------------------
                                 Name:   Cathie Slavik
                                 Title:  Trustee

                                 By:     /s/ James D. Slavik
                                         ---------------------------------------
                                 Name:   James D. Slavik
                                 Title:  Trustee

                                 SUSAN SLAVIK WILLIAMS & FELIX WILLIAMS
                                 2000 TRUST

                                 By:     /s/ Felix N. Williams, III
                                         ---------------------------------------
                                 Name:   Felix N. Williams, III
                                 Title:  Trustee

                                 By:     /s/ James Garrity
                                         ---------------------------------------
                                 Name:   James Garrity
                                 Title:  Trustee

                                 SEAN THOMAS SLAVIK TRUST

                                 By:     /s/ John H. Slavik
                                         ---------------------------------------
                                 Name:   John H. Slavik
                                 Title:  Trustee

                                 By:     /s/ Gary R. King
                                         ---------------------------------------
                                 Name:   Gary R. King
                                 Title:  Trustee

                                 LAUREN DANIELLE SLAVIK TRUST
                                 ESTABLISHED DECEMBER 28, 1987

                                 By:     /s/ James D. Slavik
                                         ---------------------------------------
                                 Name:   James D. Slavik
                                 Title:  Trustee

                                 LINDSAY SLAVIK TRUST ESTABLISHED
                                 OCTOBER 1, 1989

                                 By:     /s/ James D. Slavik
                                         ---------------------------------------
                                 Name:   James D. Slavik
                                 Title:  Trustee

                                 THE JAMES D. SLAVIK SEPARATE PROPERTY TRUST
                                 ESTABLISHED FEBRUARY 27, 1974, AS AMENDED

                                 By:     /s/ James D. Slavik
                                         ---------------------------------------
                                 Name:   James D. Slavik
                                 Title:  Trustee

                                 THE PAUL A. SLAVIK TRUST ESTABLISHED
                                 JANUARY 26, 1993

                                 By:     /s/ Paul A. Slavik
                                         ---------------------------------------
                                 Name:   Paul A. Slavik
                                 Title:  Trustee

                                 /s/ John H. Slavik
                                 -----------------------------------------------
                                 John H. Slavik, individually

                                        Acknowledged, Consented to and Agreed:

                                        /s/ Kathleen A. Slavik
                                        ----------------------------------------
                                        Kathleen A. Slavik

                                 /s/ Sean T. Slavik
                                 -----------------------------------------------
                                 Sean T. Slavik, individually

                                 /s/ David A. Slavik
                                 -----------------------------------------------
                                 David A. Slavik, individually

                                         Acknowledged, Consented to and Agreed:

                                         /s/ Jocelyne Slavik
                                         ---------------------------------------
                                         Jocelyne Slavik

                                 The Other Shareholders:

                                 MARK IV CAPITAL, INC.

                                 By:     /s/ James D. Slavik
                                         ---------------------------------------
                                 Name:   James D. Slavik
                                 Title:  President

                                 THE JAMES AND GLENYS SLAVIK FAMILY
                                 TRUST ESTABLISHED JUNE 6, 1990

                                 By:     /s/ James D. Slavik
                                         ---------------------------------------
                                 Name:   James D. Slavik
                                 Title:  Trustee

                                 By:     /s/ Paul A. Slavik
                                         ---------------------------------------
                                 Name:   Paul A. Slavik
                                 Title:  Trustee

                                 TRUST UNDER THE WILLS OF
                                 ELMER O. SLAVIK AND ANTOINETTE
                                 SLAVIK FBO JAMES D. SLAVIK

                                 By:     /s/ James D. Slavik
                                         ---------------------------------------
                                 Name:   James D. Slavik
                                 Title:  Trustee

                                 By:     /s/ Paul A. Slavik
                                         ---------------------------------------
                                 Name:   Paul A. Slavik
                                 Title:  Trustee

                                 TRUST UNDER THE WILLS OF ELMER O. SLAVIK
                                 AND ANTOINETTE SLAVIK FBO PAUL A. SLAVIK

                                 By:     /s/ Paul A. Slavik
                                         ---------------------------------------
                                 Name:   Paul A. Slavik
                                 Title:  Trustee

                                 By:     /s/ James D. Slavik
                                         ---------------------------------------
                                 Name:   James D. Slavik
                                 Title:  Trustee

                                 TRUST  UNDER  THE  WILLS  OF
                                 ELMER O.  SLAVIK  AND  ANTOINETTE
                                 SLAVIK FBO SUSAN A. SLAVIK

                                 By:     /s/ James D. Slavik
                                         ---------------------------------------
                                 Name:   James D. Slavik
                                 Title:  Trustee

                                 By:     /s/ Paul A. Slavik
                                         ---------------------------------------
                                 Name:   Paul A. Slavik
                                 Title:  Trustee

                                 SLAVIK FAMILY INCOME TRUST

                                 By:     /s/ Susan Ann Slavik
                                         ---------------------------------------
                                 Name:   Susan Ann Slavik
                                 Title:  Trustee

                                 /s/ Paul A. Slavik
                                 -----------------------------------------------
                                 Paul A. Slavik, as custodian for
                                 Brennan J. Slavik

                                 /s/ Paul A. Slavik
                                 -----------------------------------------------
                                 Paul A. Slavik, as custodian for
                                 Evan M. Slavik

                                 /s/ Glenys N. Slavik
                                 -----------------------------------------------
                                 Glenys N. Slavik, individually

                                 /s/ Brennan J. Slavik
                                 -----------------------------------------------
                                 Brennan J. Slavik, individually

                                 /s/ Evan M. Slavik
                                 -----------------------------------------------
                                 Evan M. Slavik, individually

                                Table of Contents

                                                                           Page

ARTICLE I        DEFINITIONS..................................................3

    1.1     Definitions.......................................................3

    1.2     Interpretation....................................................9

ARTICLE II       RESTRICTIONS ON TRANSFERS OF NEW GWW SHARES..................9

    2.1     Restrictions On Transfers of New GWW Shares.......................9

ARTICLE III      NOTICES OF TRANSFER.........................................11

    3.1     Requirement to Provide Transfer Notice...........................11

    3.2     Contents of Transfer Notice......................................11

ARTICLE IV       RIGHT OF FIRST REFUSAL......................................12

    4.1     Right of GWW to Purchase.........................................12

    4.2     Right of Transferring Shareholder to Sell........................12

    4.3     Closing of Purchases by GWW......................................13

ARTICLE V        EXCEPTIONS AND OTHER SPECIAL PROVISIONS CONCERNING
                 NOTICEs OF FIRST REFUSAL ...................................13

    5.1     Exceptions to Right of First Refusal.............................13

    5.2     Stock Splits And Dividends.......................................15

    5.3     Changes In Ownership Of Certain Entities.........................15

ARTICLE VI       REPRESENTATIONS AND WARRANTIES OF RESTRICTED
                 SIGNATORIES  ...............................................15

    6.1     Due Organization.................................................15

    6.2     Due Authorization................................................15

    6.3     Consents and Approvals; Authority................................16

    6.4     Ownership of GWW Common Stock....................................16

ARTICLE VII      REPRESENTATIONS AND WARRANTIES OF GWW.......................17

    7.1     Due Incorporation................................................17

    7.2     Due Authorization................................................17

    7.3     Consents and Approvals; Authority................................17

                                    -i-

ARTICLE VIII     INDEMNIFICATION.............................................18

    8.1     Survival.........................................................18

    8.2     Indemnification by Restricted Signatories........................18

    8.3     Indemnification by GWW...........................................18

    8.4     Claims...........................................................18

    8.5     Notice of Third Party Claims; Assumption of Defense..............18

    8.6     Settlement or Compromise.........................................19

    8.7     Failure of Indemnifying Person to Act............................20

    8.8     Acknowledgment; No Obligation to Set-Off Against Escrow Fund.....20

ARTICLE IX       LEGENDS.....................................................20

    9.1     Legends..........................................................20

    9.2     Removal of Legends. .............................................20

    9.3     Later Delivery of Certificates...................................21

    9.4     Uncertificated Shares............................................21

    9.5     No Limitation of Indemnification Obligations.....................21

ARTICLE X        MISCELLANEOUS...............................................21

    10.1    Termination In Certain Events....................................21

    10.2    Implementing Agreement...........................................21

    10.3    Amendment........................................................22

    10.4    Notices..........................................................22

    10.5    Effect of Investigation..........................................23

    10.6    Payments in Dollars..............................................24

    10.7    Waivers..........................................................24

    10.8    Counterparts.....................................................24

    10.9    Successors And Assigns...........................................24

    10.10   Severability.....................................................24

    10.11   Remedies.........................................................24

    10.12   Entire Understanding.............................................25

    10.13   Applicable Law...................................................25

    10.14   Jurisdiction of Disputes; Waiver of Jury Trial...................25

    10.15   Acknowledgement of each Restricted Signatory.....................25

EXHIBITS

Exhibit A         Form of Transfer Notice
Exhibit B         Form of Joinder Agreement

                                       -ii- 

Basic Info X:

Name: SHARE TRANSFER RESTRICTION AGREEMENT
Type: Share Transfer Restriction Agreement
Date: Feb. 28, 2002
Company: GRAINGER W W INC
State: Illinois

Other info: