Grainger (W.W.) Inc. Contracts & Agreements

Fifth Supplemental Indenture, dated as of September 12, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note) (Filed With SEC on October 31, 2024)

Underwriting Agreement, dated as of September 5, 2024, by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, acting as... (Filed With SEC on September 12, 2024)

Fifth Supplemental Indenture, dated as of September 12, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note) (Filed With SEC on September 12, 2024)

2024 Form of W.W. Grainger, Inc. 2022 Incentive Plan Restricted Stock Unit Award Agreement between W.W. Grainger, Inc. and certain of its executive officers (Filed With SEC on April 25, 2024)

2024 Form of W.W. Grainger, Inc. 2022 Incentive Plan Performance Stock Unit Award Agreement between W.W. Grainger, Inc. and certain of its executive officers (Filed With SEC on April 25, 2024)

2024 Form of Confidentiality, Invention Assignment, Non-Competition and Non-Solicitation Agreement between W.W. Grainger, Inc. and certain of its executive officers (Filed With SEC on April 25, 2024)

Description of Registrant's Securities Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 22, 2024)

Summary Description of the Directors Compensation Program (Filed With SEC on February 22, 2024)

Summary Description of the Company Management Incentive Program (Filed With SEC on February 22, 2024)

Transition Agreement and General Release by and between W.W. Grainger, Inc. and John L. Howard, dated July 6, 2023 (Filed With SEC on October 26, 2023)

Credit Agreement, dated as of October 11, 2023, by and among W.W. Grainger, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Filed With SEC on October 12, 2023)

Shareholder Agreement, Dated as of February 17, 2023, by and among W.W. Grainger, Inc. and MonotaRO Co., Ltd (Filed With SEC on February 21, 2023)

Description of Registrant's Securities Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 21, 2023)

Summary Description of the Directors Compensation Program (Filed With SEC on February 21, 2023)

Summary Description of the Company Management Incentive Program (Filed With SEC on February 21, 2023)

2023 Form of W.W. Grainger, Inc. 2022 Incentive Plan Restricted Stock Unit Award Agreement between W.W. Grainger, Inc. and certain of its executive officers (Filed With SEC on February 21, 2023)

2023 Form of W.W. Grainger, Inc. 2022 Incentive Plan Performance Stock Unit Award Agreement between W.W. Grainger, Inc. and certain of its executive officers (Filed With SEC on February 21, 2023)

Severance Policy Guidance (Filed With SEC on October 28, 2022)

2022 Form of W.W. Grainger, Inc. 2022 Incentive Plan Restricted Stock Unit Award Agreement between W.W. Grainger, Inc. and certain of its executive officers (Filed With SEC on July 29, 2022)

2022 Form of W.W. Grainger, Inc. 2022 Incentive Plan Performance Stock Unit Award Agreement between W.W. Grainger, Inc. and certain of its executive officers (Filed With SEC on July 29, 2022)

Description of Registrant's Securities Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 23, 2022)

Summary Description of the Company Management Incentive Program (Filed With SEC on February 23, 2022)

2022 Form of W.W. Grainger, Inc. 2015 Incentive Plan Performance Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers (Filed With SEC on February 23, 2022)

Summary Description of the 2021 Company Management Incentive Program (Filed With SEC on February 24, 2021)

W.W. Grainger, Inc. 2015 Incentive Plan CFO Transition Restricted Stock Unit Agreement between W.W. Grainger, Inc. and Robert F. OKeef, Jr. dated January 4, 2021 (Filed With SEC on February 24, 2021)

Form of 2020 W.W. Grainger, Inc. 2015 Incentive Plan Performance Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers (Filed With SEC on April 23, 2020)

Form of 2020 W.W. Grainger, Inc. 2015 Incentive Plan Restricted Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers (Filed With SEC on April 23, 2020)

Fourth Supplemental Indenture, dated as of February 26, 2020, between W.W. Grainger, Inc., and U.S. Bank National Association, as trustee (Filed With SEC on February 26, 2020)

Underwriting Agreement, dated as of February 21, 2020, among W.W. Grainger, Inc. and BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters... (Filed With SEC on February 26, 2020)

Summary Description of the 2020 Management Incentive Program (Filed With SEC on February 20, 2020)

Summary Description of the 2019 Directors Compensation Program (Filed With SEC on February 20, 2020)

Description of Registrant's Securities Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 20, 2020)

Credit Agreement, dated as of February 14, 2020, by and among W.W. Grainger, Inc., the lenders party thereto and JPMorgan Chase, as Administrative Agent (Filed With SEC on February 14, 2020)

Form of 2019 W.W. Grainger, Inc. 2015 Incentive Plan Performance Restricted Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers (Filed With SEC on April 22, 2019)

Form of 2019 W.W. Grainger, Inc. 2015 Incentive Plan Restricted Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers (Filed With SEC on April 22, 2019)

Form of 2019 W.W. Grainger, Inc. 2015 Incentive Plan Stock Option Agreement between W.W. Grainger, Inc. and certain of its executive officers (Filed With SEC on April 22, 2019)

Summary Description of the 2019 Management Incentive Program (Filed With SEC on February 28, 2019)

Summary Description of the 2018 Directors Compensation Program (Filed With SEC on February 28, 2019)

W.W. Grainger, Inc. 2015 Incentive Plan as Amended and Restated Effective October 31, 2018 (Filed With SEC on November 1, 2018)

Separation Agreement and General Release by and between W.W. Grainger, Inc. and Ronald L. Jadin dated April 2, 2018 (Filed With SEC on April 27, 2018)

Form of Separation Agreement and General Release by and between W.W. Grainger, Inc. and Joseph C. High (Filed With SEC on April 27, 2018)

Form of 2018 W.W. Grainger, Inc. 2015 Incentive Plan Stock Option Agreement between W.W. Grainger, Inc. and certain of its executive officers (Filed With SEC on April 27, 2018)

Form of 2018 W.W. Grainger, Inc. 2015 Incentive Plan Restricted Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers (Filed With SEC on April 27, 2018)

Form of 2018 W.W. Grainger, Inc. 2015 Incentive Plan Performance Restricted Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers (Filed With SEC on April 27, 2018)

Summary Description of the 2018 Management Incentive Program (Filed With SEC on February 26, 2018)

SUMMARY DESCRIPTION OF THE COMPANY MANAGEMENT INCENTIVE PROGRAM (Filed With SEC on July 27, 2017)

W.W. GRAINGER, INC. AND U.S. BANK NATIONAL ASSOCIATION, TRUSTEE 4.20% Senior Notes due 2047 THIRD SUPPLEMENTAL INDENTURE Dated as of May 22, 2017 to Indenture Dated as of June 11,... (Filed With SEC on May 22, 2017)

W.W. GRAINGER, INC. $400,000,000 4.200% SENIOR NOTES DUE 2047 UNDERWRITING AGREEMENT (Filed With SEC on May 22, 2017)

W.W. GRAINGER, INC. 2015 Incentive Plan Form of Performance Share Agreement (Filed With SEC on April 27, 2017)

W.W. GRAINGER, INC. 2015 Incentive Plan Form of Restricted Stock Unit Agreement (Filed With SEC on April 27, 2017)

FIRST AMENDMENT TO THE W.W. GRAINGER, INC. 2015 INCENTIVE PLAN (Filed With SEC on April 27, 2017)

W.W. GRAINGER, INC. 2015 Incentive Plan Form of Stock Option Agreement (Filed With SEC on April 27, 2017)

SUMMARY DESCRIPTION OF THE COMPANY MANAGEMENT INCENTIVE PROGRAM (Filed With SEC on February 28, 2017)

Summary Description of the 2016 Directors Compensation Program (Filed With SEC on February 28, 2017)

W.W. GRAINGER, INC. 2015 Incentive Plan Stock Option Agreement (Filed With SEC on July 28, 2016)

W.W. GRAINGER, INC. 2015 Incentive Plan Restricted Stock Unit Agreement (Filed With SEC on July 28, 2016)

W.W. GRAINGER, INC. 2015 Incentive Plan Performance Share Agreement (Filed With SEC on July 28, 2016)

W.W. GRAINGER, INC. $400,000,000 3.75% SENIOR NOTES DUE 2046 UNDERWRITING AGREEMENT May 9, 2016 (Filed With SEC on May 16, 2016)

W.W. GRAINGER, INC. AND U.S. BANK NATIONAL ASSOCIATION, TRUSTEE 3.75% Senior Notes due 2046 SECOND SUPPLEMENTAL INDENTURE Dated as of May 16, 2016 to Indenture Dated as of June... (Filed With SEC on May 16, 2016)

Summary Description of the 2015 Directors Compensation Program (Filed With SEC on February 29, 2016)

SUMMARY DESCRIPTION OF THE COMPANY MANAGEMENT INCENTIVE PROGRAM (Filed With SEC on February 29, 2016)

W.W. GRAINGER, INC. PERFORMANCE SHARE AWARD AGREEMENT (Filed With SEC on February 29, 2016)

SEPARATION AGREEMENT AND RELEASE COURT CARRUTHERS (Filed With SEC on July 30, 2015)

W.W. GRAINGER, INC. AND U.S. BANK NATIONAL ASSOCIATION, TRUSTEE 4.60% Senior Notes due 2045 FIRST SUPPLEMENTAL INDENTURE Dated as of June 11, 2015 to Indenture Dated as of June... (Filed With SEC on June 11, 2015)

W.W. GRAINGER, INC. AND U.S. BANK NATIONAL ASSOCIATION, TRUSTEE INDENTURE Dated as of June 11, 2015 Debt Securities (Filed With SEC on June 11, 2015)

W.W. GRAINGER, INC. $1,000,000,000 4.600% SENIOR NOTES DUE 2045 UNDERWRITING AGREEMENT June 4, 2015 (Filed With SEC on June 11, 2015)

W.W. GRAINGER, INC. PERFORMANCE SHARE AWARD AGREEMENT (Filed With SEC on February 27, 2015)

SUMMARY DESCRIPTION OF THE COMPANY MANAGEMENT INCENTIVE PROGRAM (Filed With SEC on February 27, 2015)

W.W. GRAINGER, INC. PERFORMANCE SHARE AWARD AGREEMENT (Filed With SEC on February 27, 2014)

Summary Description of the 2014 Directors Compensation Program (Filed With SEC on February 27, 2014)

SEPARATION AGREEMENT AND GENERAL RELEASE (Filed With SEC on February 27, 2014)

SUMMARY DESCRIPTION OF THE COMPANY MANAGEMENT INCENTIVE PROGRAM (Filed With SEC on February 27, 2014)

SUMMARY DESCRIPTION OF THE 2013 COMPANY MANAGEMENT INCENTIVE PROGRAM (Filed With SEC on February 28, 2013)

W.W. GRAINGER, INC. PERFORMANCE SHARE AWARD AGREEMENT (Filed With SEC on February 28, 2013)

Summary Description of the 2013 Directors Compensation Program (Filed With SEC on February 28, 2013)

$300,000,000 CREDIT AGREEMENT dated as of May 8, 2012 by and among W.W. GRAINGER, INC., as Borrower, the Lenders referred to herein, THE NORTHERN TRUST COMPANY and WELLS FARGO... (Filed With SEC on May 9, 2012)

Summary Description of the 2012 Directors Compensation Program (Filed With SEC on February 28, 2012)

SUMMARY DESCRIPTION OF THE 2012 COMPANY MANAGEMENT INCENTIVE PROGRAM (Filed With SEC on February 28, 2012)

W.W. GRAINGER, INC. PERFORMANCE SHARE AWARD AGREEMENT (Filed With SEC on February 28, 2012)

AMENDMENT OF CHANGE IN CONTROL EMPLOYMENT AGREEMENT (Filed With SEC on October 28, 2010)

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Grainger (W.W.) Inc. Contracts & Agreements