Governance Documents

Corporate governance practices at Grainger have received high marks from various rating organizations. Nonetheless, Grainger reviews, evaluates and modifies its governance program to ensure the highest standards. Grainger believes that corporate governance is an important component of a company's overall performance. Grainger's corporate governance policies are designed to strengthen the ability of our Board of Directors to monitor and provide counsel to management thereby helping to ensure long-term shareholder value.

Reporting Complaints or Concerns Regarding Accounting, Internal Accounting Controls or Auditing Matters

Any person with complaints or concerns regarding questionable accounting or auditing matters related to W.W. Grainger, Inc. (the "Company") is encouraged to submit those complaints and concerns (anonymously, confidentially or otherwise) to the Audit Committee of the Board of Directors (the "Audit Committee.") All reports will be treated with appropriate confidentiality. The Company will not allow retaliation of any kind for reports made in good faith.

The following procedures have been established for the receipt, retention and treatment of complaints regarding the Company's accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

1. The Company has a hotline using an outside professional resource. The toll-free number for this resource is 1-888-873-3731.
2. Complaints or concerns may also be submitted by mail to the following address:
   

   W.W. Grainger, Inc.
   P.O. Box 66
   Lake Forest, Illinois 60045-0066

3. Any complaints or concerns involving a Sarbanes-Oxley Section 301 matter, or involving an Officer of the Company, will be reported immediately to the Audit Committee. The Audit Committee may delegate its responsibilities under these procedures to the Chairman of the Audit Committee.
4. All complaints will be investigated in accordance with procedures established by the Audit Committee.

Communicating with Directors

The Company has established a method for shareholders and other interested parties to make their concerns known to one or more directors, the non management directors as a group, or to the Board as a whole, by writing:

[Name(s) of director(s)]
or
[Non-management directors]
or
[Board of Directors]
W.W. Grainger, Inc.
P.O. Box 66
Lake Forest, Illinois 60045-0066

The Company will not forward commercial mail or solicitation to any director and reserves the right to subject all correspondence to security screening, as appropriate.