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This retainer fee is paid in the form of an annual award under the Director Stock Plan of unrestricted shares of Grainger common stock. In the ordinary course of business during , Grainger engaged in various types of business transactions with organizations with which Grainger directors are associated in their principal business occupations or otherwise. All directors subject to the guidelines are in compliance with them. Available Information Grainger has adopted Business Conduct Guidelines for directors, officers, and employees, which incorporate the Code of Ethics required by rules of the SEC to be applicable to a company's chief executive officer, chief financial officer, and chief accounting officer or controller, and intends to satisfy any disclosure requirements with respect to the Business Conduct Guidelines by posting the information on its Web site. It also has primary responsibility for corporate governance oversight, including the responsibility to recommend corporate governance principles, recommend Board committee responsibilities and members, evaluate the Board in the area of corporate governance, including the adequacy of the information supplied to the Board and the Board's performance of its oversight responsibilities relative to the management of Grainger, and to recommend retirement, compensation, and other policies applicable to directors.
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