Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) (c) As further described in the attached press release and below, effective as of April 28, 2009, James T. Ryan became Chairman of the Board; he will also remain as President and Chief Executive Officer of W.W. Grainger, Inc. (the "Company"); Richard L. Keyser will be named Chairman Emeritus of the Company.

(c) Effective as of April 28, 2009, the Board of Directors of the Company has elected Mr. Ryan, age 50, as Chairman of the Board of the Company. Mr. Ryan was named Chief Executive Officer of the Company in June 2008. He was named Chief Operating Officer and appointed to the Board of Directors in February 2007. He was named President of Grainger in 2006. Prior to these roles, Mr. Ryan, as Group President, a position assumed in 2004, was responsible for the Company's businesses operating under the Grainger brand in the United States. He had served Grainger in increasingly responsible roles since 1980 including in 2001, Executive Vice President, Marketing, Sales and Service for Grainger Industrial Supply.

A copy of the Company's press release announcing (among other things) the election of Mr. Ryan to the above-mentioned position is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(b) Effective as of April 28, 2009, Richard L. Keyser relinquished his role as Chairman of the Board of the Company. He was named Chairman Emeritus and will remain a director.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits (numbered in accordance with Item 601 of Regulation S-K).

Exhibit No. Document Description
99.1 Press release issued by the Company on April 28, 2009