Exhibit 10(a) to the quarterly report
                                           on Form 10-Q of W.W. Grainger, Inc.
                                           for the quarter ended March 31, 2001


                           SUMMARY DESCRIPTION OF THE
                    2001 COMPANY MANAGEMENT INCENTIVE PROGRAM


I.        Introduction
          ------------

          The 2001 Company Management Incentive Program (MIP) is designed to
          focus on the underlying factors that drive improvements in economic
          earnings and stock price: return on invested capital and sales growth.


II.       Objectives
          ----------

          The MIP is designed to:

          o  Encourage decision-making focused on producing a constantly
             improving rate of return on invested capital and on growing the
             business rapidly, thus leading to improvements in Company
             economic earnings and stock price.
          o  Influence participants to make decisions consistent with
             shareholders' interests.
          o  Align management with Company objectives.
          o  Attract and retain the talent required to achieve the Company's
             objectives.


III.      Eligibility
          -----------

          Positions that participate in this program are those that have
          significant impact on the Company. Eligibility for participation in
          this program is based on the determination of management. Criteria for
          inclusion are market practice, impact of the role on overall Company
          results, and internal practice. Participation in this program is
          subject to the Terms and Conditions.


IV.       Performance Measures
          --------------------
          Economic earnings and share price will improve most dramatically if
          the Company can achieve two goals simultaneously:

               1.   produce a constantly improving rate of return on invested
                    capital and

               2.   grow the business rapidly

          The MIP will be based on two measures: return on invested capital
          (ROIC) and sales growth.

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          ROIC is defined as follows:

                      ROIC =  Operating Earnings
                              -------------------
                              Net Working Assets

          ROIC will account for 60% of a participant's total target incentive.


          Sales growth is defined as follows:

                Sales growth  =       Total Company 2001 Sales
                                     --------------------------     -   1
                                      Total Company 2000 Sales

          Sales growth will account for 40% of a participant's total target
          incentive.


V.        Target Award Opportunity
          ------------------------
          Target awards are established for each position based on the
          competitive market practice and internal considerations and are stated
          as a percentage of the employee's base salary.


VI.       Determination Of Payment Amounts
          --------------------------------
          The following process is used to determine the payment amount for each
          participant.

          Step 1: Determine the performance results for each Company measure and
          the resultant performance to goal.


          Step 2: Compute the appropriate percentage of target award earned for
          each measure. Determine the Total Percentage Payout using the
          following formula:

          Total % Payout = (Return on Invested Capital % of Target Earned X 60%)
                             +  (Sales Growth % of Target Earned X 40%)


          Step 3: Calculate each participant's incentive amount earned as
          follows:

          Incentive Amount Earned  =
                     (Annualized Base Salary (as of 12/31) X Target Award %) X
                     Total % Payout

          Those employees who are eligible to participate for only part of the
          year will have their incentive amount adjusted accordingly, based on
          the eligibility provisions of the Terms and Conditions.

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          Step 4: The Compensation Committee of Management and the Compensation
          Committee of the Board must approve final incentive amounts.

          Step 5: Once approved, final incentive amounts are forwarded to the
          Employee Systems Manager for payment.

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