-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U8Vumj8sCqo9i55QY7dbqcnqILQIZPGrNa3Fhv2EKXNq3vy9qrqSQd1JS9mY2Y7+ Z1fxvxiTKfFTUSCpmOSFCQ== 0001181431-04-042503.txt : 20040901 0001181431-04-042503.hdr.sgml : 20040901 20040901144049 ACCESSION NUMBER: 0001181431-04-042503 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040901 FILED AS OF DATE: 20040901 DATE AS OF CHANGE: 20040901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WEBB JANIECE S CENTRAL INDEX KEY: 0001194176 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05684 FILM NUMBER: 041010774 BUSINESS ADDRESS: STREET 1: 100 GRAINGER PARKWAY CITY: LAKE FOREST STATE: IL ZIP: 60045 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GRAINGER W W INC CENTRAL INDEX KEY: 0000277135 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS [5000] IRS NUMBER: 361150280 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 GRAINGER PARKWAY CITY: LAKE FOREST STATE: IL ZIP: 60045-5201 BUSINESS PHONE: 847-535-1000 MAIL ADDRESS: STREET 1: 100 GRAINGER PARKWAY CITY: LAKE FOREST STATE: IL ZIP: 60045 4 1 rrd51915.xml FORM 4 X0202 4 2004-09-01 0 0000277135 GRAINGER W W INC GWW 0001194176 WEBB JANIECE S 100 GRAINGER PARKWAY LAKE FOREST IL 60045-5201 1 0 0 0 Common Stock 11302 D Common Stock 350 I See footnote Stock units 2004-09-01 4 A 0 19 53.41 A Common Stock 19 5155 D Stock Option 37.25 2000-04-30 2007-04-29 Common Stock 2200 2200 D Stock Option 51.6875 2001-04-29 2008-04-28 Common Stock 1460 1460 D Stock Option 48.625 1999-04-28 2009-04-27 Common Stock 1860 1860 D Stock Option 43.50 2000-04-26 2010-04-25 Common Stock 2070 2070 D Stock Option 37.50 2001-04-25 2011-04-24 Common Stock 2400 2400 D Stock Option 54.61 2002-04-24 2012-04-23 Common Stock 1650 1650 D Stock Option 45.50 2003-04-30 2013-04-29 Common Stock 1980 1980 D Stock Option 54.14 2004-04-28 2014-04-27 Common Stock 1670 1670 D Shares held by spouse. Ms. Webb disclaims beneficial ownership of such shares. 1-for-1 The Stock Units are expected to settle in cash following termination of service as a director. Exhibit List: Exhibit 24 - Power of Attorney L. M. Trusdell, as attorney-in-fact 2004-09-01 EX-24. 2 rrd42997_48479.htm POWER OF ATTORNEY rrd42997_48479.html
                                                                     EXHIBIT 24

                               POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and
appoints each of John L. Howard, Laurence M. Trusdell and Aimee Nolan, signing
singly, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned Forms 3, 4, 5, and 144
relating to equity securities of W.W. Grainger, Inc. (the "Company") in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder and Rule 144 under the Securities Act of 1933;

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete any such Form 3, 4, 5, or 144 and
timely file the same with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of the attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in his
or her discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the attorney-in-fact might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that the attorney-in-fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16
of the Securities Exchange Act of 1934 or Rule 144 under the Securities Act
of 1933.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5, and 144 with respect
to the undersigned's holdings of and transactions in equity securities of the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the 28th day of July, 2004.

/s/ J. S. Webb
J. S. Webb
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