GWW » Topics » Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.

This excerpt taken from the GWW DEF 14A filed Mar 24, 2006.

Authorized Signatures — Sign Here — This section must be completed for your instructions to be executed.

Please sign exactly as your name or names appear hereon. Joint owners should each sign personally. If signing in a fiduciary or representative capacity, give full title as such.

Signature 1 — Please keep signature within the box

 

Signature 2 — Please keep signature within the box

 

Date (mm/dd/yyyy)

 

 

 

 

 
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    1UPX    

 
   

Proxy - W.W. Grainger, Inc.


100 Grainger Parkway, Lake Forest, Illinois 60045-5201

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Proxy for Annual Meeting of Shareholders, April 26, 2006

The undersigned hereby appoints David W. Grainger and Richard L. Keyser, and each of them, proxies of the undersigned with full power of substitution to represent the undersigned and to vote all of the shares of the Common Stock of W.W. Grainger, Inc. which the undersigned is entitled to vote at the Annual Meeting of Shareholders of W.W. Grainger, Inc. to be held on April 26, 2006 and at any and all adjournments thereof, with all the powers the undersigned would possess if personally present and voting thereat.

A majority of said proxies or substitutes who shall be present at the meeting may exercise all powers hereunder. All proxies will be voted as specified.
If no specification is made, the proxy will be voted FOR items 1 and 2. If authority is given to vote for the election of directors, this proxy may be voted cumulatively for directors as set forth in the proxy statement.

(Continued and to be voted, signed and dated on reverse side.)
     
     
     
     
     
     
     
     
     
     
Telephone and Internet Voting Instructions    
You can vote by telephone OR Internet! Available 24 hours a day 7 days a week!
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
 
   
 
   
   
 
To vote using the Telephone (within U.S. and Canada)   To vote using the Internet

 

 


Call toll free 1-800-652-VOTE (8683) in the United States or Canada any time on a touch tone telephone. There is
NO CHARGE to you for the call.

 

 

 


Go to the following web site:
WWW.COMPUTERSHARE.COM/EXPRESSVOTE

 

 


Follow the simple instructions provided by the recorded message.

 

 

 


Enter the information requested on your computer screen and follow the simple instructions.
                 
                 
                 
                 
                 
If you vote by telephone or the Internet, please DO NOT mail back this proxy card.
Proxies submitted by telephone or the Internet must be received by 1:00 a.m., Central Time, on April 26, 2006.
THANK YOU FOR VOTING



QuickLinks

Table of Contents
INTRODUCTION
ELECTION OF DIRECTORS
BOARD OF DIRECTORS AND BOARD COMMITTEES
DIRECTOR COMPENSATION
OWNERSHIP OF GRAINGER STOCK
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
REPORT OF THE AUDIT COMMITTEE OF THE BOARD
AUDIT FEES AND AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
EXECUTIVE COMPENSATION
EQUITY COMPENSATION PLANS
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD
COMPANY PERFORMANCE
PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITOR
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