Executive Death Benefit Plan

Exhibit 10(c)(v) to the Annual Report
on Form 10-K of W.W. Grainger, Inc.
for the year ended December 31, 1999


W.W. GRAINGER, INC.
EXECUTIVE DEATH BENEFIT PLAN


(Conformed Copy Including Amendments Effective May 8, 1995, December 9, 1998,
March 3, 1999, and December 8, 1999)


ARTICLE 1


PURPOSE
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1.1 Purpose. The purpose of this W.W. GRAINGER, INC.
EXECUTIVE DEATH BENEFIT PLAN (the "Plan") is to improve and maintain
relations with a select group of management employees (the "key
employees"), to induce them to remain employed by W.W. Grainger, Inc.,
its divisions or subsidiaries, and to provide an incentive to them to
not enter into competitive employment or engage in a competitive
business by providing supplemental survivor security benefits. All
benefits hereunder shall be paid solely from the general assets of the
Company, and the right of any Participant or Beneficiary to receive
payments under this Plan shall be as an unsecured general creditor of
the Company.


1.2 Construction. In construing the terms of the Plan, the
primary consideration shall be the Plan's stated purpose, i.e., to
provide certain disability and survivors' benefits and to supplement
certain benefits from the Company's Group Insurance Plans.


ARTICLE II


DEFINITIONS AND DESIGNATIONS
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2.1 "Annual Compensation" shall mean the sum of:


(a) the annual salary of the Participant determined by the
Board of Directors of the Company in effect on the Date Creating
an Entitlement, and


(b) the Participant's target bonus under the Company's
Management Incentive Program (which term shall be deemed to
include such equivalent


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incentive bonus programs as the Committee may recognize for
purposes of this Plan) for the calendar year in which the Date
Creating an Entitlement occurs.


2.2 "Average Monthly Earnings" shall mean Annual Compensation
divided by twelve (12).


2.3 "Committee" shall mean the Compensation Committee of
Management described in Article VII hereof.


2.4 "Company" shall mean W.W. Grainger, Inc., an Illinois
corporation, and its divisions and subsidiaries.


2.5 'Date Creating an Entitlement' shall mean the
Participant's date of death for benefits described in Section 4.1 or
date of Termination of Service for benefits described in Section 4.3.
Notwithstanding, if a Participant's annual salary and/or target bonus
under the Company's Management Incentive Program is significantly
decreased while such Participant continues to be employed in good
standing by the Company, the Committee may, in its sole discretion,
define Date Creating an Entitlement for that Participant as the day
immediately prior to the effective date of such decrease.


2.6 "Disability" means a condition that totally and
continuously prevents the Participant, for at least six (6) consecutive
months, from engaging in an "occupation" for Compensation or profit.
During the first twenty-four (24) months of total disability,
"occupation" means the Participant's occupation at the time the
disability began. After that period, "occupation" means any occupation
for which the Participant is or becomes reasonably fitted by education,
training or experience. Notwithstanding the foregoing, a disability
shall not exist for purposes of this Plan if the Participant fails to
qualify for disability benefits under the Social Security Act, unless
the Committee determines, in its sole discretion, that a disability
exists.


2.7 "Early Retirement Date" shall mean the earliest of the
date on which the Participant:


(a) attains age sixty (60),


(b) attains age fifty-five (55) or older after
completing ten (10) Years of Service,


(c) completes twenty-five (25) Years of Service, or


(d) incurs a Disability.


2.8 "Forfeiting Act" shall mean the Participant's fraud,
dishonesty, willful destruction of Company property, revealing Company
trade secrets, acts of competition against the Company or acts in aid
of a competitor of the Company.


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2.9 "Group Life Insurance Plan" shall mean the Company's Group
Term Life and Accidental Death and Dismemberment Insurance Plan (or
equivalent program as recognized by the committee for purposes of this
plan), as amended from time to time.


2.10 "Normal Retirement Date" shall mean the date on which the
Participant attains age sixty-five (65).


2.11 "Participant" shall mean a person designated as such
under Article III of the Plan.


2.12 "Plan" shall mean the W.W. Grainger, Inc. Executive Death
Benefit Plan.


2.13 "Termination of Service" shall mean the Participant's
ceasing his Service with the Company for any reason whatsoever, whether
voluntarily or involuntarily, including by reason of death or
disability.


2.14 "Years of Service" shall mean years that a Participant
hereunder is "eligible" under the W.W. Grainger, Inc. Employees Profit
Sharing Plan or such equivalent retirement program as the committee may
recognize for purposes of this Plan.


ARTICLE III


PARTICIPATION


3.1 Eligibility to Participate. An Employee of the Company
shall become eligible to be a Participant in the Plan by designation of
the Committee. The Committee shall make such designation, specifying
the effective date of the Participant's eligibility. The Committee
shall notify each Participant of his eligibility date. Each designated
Employee shall furnish such information and perform such acts as the
Committee may require prior to becoming a Participant.


3.2 Re-Employment. Any Participant who terminates employment
shall not be eligible to participate in the Plan on re-employment
unless the Committee so determines. In such event, the Committee shall
specify the effective date of the Participant's renewed eligibility.
The Committee shall notify each re-employed former Participant of his
eligibility, of the effective date and of the conditions of
participation.


ARTICLE IV


DEATH BENEFITS


4.1 Death During Employment. If a Participant's death occurs
while


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he is in the employ of the Company, his Beneficiary shall receive a
monthly payment in an amount equal to:


(a) fifty percent (50%) of the Participant's Average
Monthly Earnings as defined under the Plan on the Date
Creating an Entitlement, which payments shall commence on the
first day of the month following the Participant's death and
end as of the date on which the 120th monthly payment is made;
or"


(b) for a Participant who was a Participant on the
effective date of th ...