Graco Inc. Board of DirectorsAdopted April 25, 2008
Corporate Governance Guidelines

The following guidelines are adopted by the Governance Committee of the Board of Directors to set forth the standards of corporate governance for the Board to follow. These guidelines, in combination with the bylaws of the Company and any applicable state or federal laws, shall govern the Board.

1. Membership

  1. Qualifications - The Board shall nominate for directors individuals who, in the judgment of the Board, possess a high level of ethics, integrity and values, and who are committed to representing the long-term interests of our shareholders. Such candidates must be able to make a significant contribution to the governance of our Company by virtue of their business and financial expertise, educational and professional background, and current or recent experience as a chief executive officer or other senior leader of a public company or other major organization. The business discipline that may be sought at any given time will vary depending on the needs and strategic direction of the Company, and the disciplines represented by incumbent directors. The selection and nomination process shall be conducted by the Governance Committee, which shall recommend nominees to the Board. In evaluating candidates for nomination as a director of Graco, the Governance Committee will also consider other criteria, including geographical representation, independence, practical wisdom, mature judgment and the ability of the candidate to represent the interests of all shareholders and not those of a special interest group. The Board will endeavor to have at least one director serving on the Audit Committee, who shall be independent, who qualifies as a "financial expert" as defined in applicable Securities and Exchange Commission rules and regulations.

  2. Number - The number of directors shall be set to facilitate substantive discussions by the entire Board in which each director can meaningfully participate. The Board believes that the number of Board members should not exceed 12. The Board would be willing to go to a larger size to accommodate the availability of one or more outstanding candidates.

  3. Independence - A majority of the members of the Board shall be independent, as required and defined by the listing standards of the New York Stock Exchange.

  4. Mandatory Retirement - A director shall retire from the Board effective as of the date of the annual shareholder meeting next following said director's 72nd birthday, unless the Board specifically waives this requirement.

  5. Director Change of Employment - A director shall offer his or her written resignation to the Board upon any significant change in his or her employment status. The Governance Committee shall evaluate whether the Board should accept, reject or defer action on the resignation, and make a recommendation to the Board. The Committee shall automatically defer action for one year with respect to any written resignation offered by a director where such resignation is the result of a mid-career change where such change involves an early retirement or period of unemployment.

2. Director Responsibilities

  1. Due Care - Each director shall be expected to exercise due care in discharging the duties of a director, acting in good faith in a manner he or she believes is in the best interests of the Company.

  2. Attendance at Meetings - A director shall make all reasonable efforts to attend in person and participate in all Board meetings and meetings of committees of which the director is a member. Attendance by telephone is strongly discouraged. The director shall review all advance material sent before a meeting. A director shall also make all reasonable efforts to attend the Company’s annual meeting of shareholders.

  3. Inquiries - A director shall be expected to make inquiries to gather information when appropriate, but shall have the right to rely on information provided by management, outside experts and committees on which the director does not sit, unless the director has reason to believe that such reliance would be unwarranted. The Board and each committee have the power to hire, at the expense of the Company, any independent legal, financial or other advisors they may deem appropriate, without consulting with or obtaining the approval of the Chief Executive Officer or any other officer of the Company.

  4. Conflicts of Interest - A director shall always act in the best interests of the Company and not in the interests of the director or another person. If there is a real or potential conflict of interest – for instance, a director has a direct or indirect financial interest in a transaction involving the Company – the director shall fully disclose all the circumstances of such a potential conflict to the Board, and abstain from participating in the discussion or voting on such transaction. A director shall also make any business opportunity related to the Company's business available to the Company before the director, or any business with which the director is affiliated, pursues it. No director shall directly participate in the solicitation of any charitable contributions from the Company or its foundation for any non-profit organization with which the director, or any immediate relative, is affiliated.

  5. Service on other Boards - Directors shall advise the Chairman (or in the case of the Chairman, the Chair of the Governance Committee) in advance of accepting an invitation to serve on the board of another public company, and shall not, in the case of non-employee directors, serve on more than three other public company boards and, in the case of employee directors, serve on more than two other public company boards, without the prior approval of the Governance Committee.

  6. Conduct of Business Guidelines - Each director shall read and abide by the Company's Conduct of Business Guidelines.

3. Duties of the Board
The Board shall have such duties as are appropriate to provide effective governance of the Company's affairs and/ or are specified by the by-laws or required by applicable laws or regulations. In addition, the Board shall:
  1. Review and approve the key business strategies of the Company;

  2. Review and approve the annual financial plan of the Company;

  3. Select the Chief Executive Officer, and approve in advance the hiring and dismissal of the other elected executive officers;

  4. Review and approve management's succession plan for key executive positions, and establish an emergency succession plan for the Chief Executive Officer;

  5. Select the Chairman of the Board, who may or may not be the Chief Executive Officer;

  6. Approve in advance acquisitions of businesses, acquisitions or divestitures of a substantial amount of assets outside the ordinary course of business, and any material joint ventures;

  7. Adopt policies of corporate conduct, including policies for compliance with applicable laws and regulations;

  8. Perform such other duties as the Board from time to time deems appropriate, including those duties reflected in the charters of the committees of the Board.

4. Meetings

  1. The Board currently meets not less than five times per year, with additional meetings as necessary to fulfill its duties. Additional special meetings may be called in accordance with the bylaws.

  2. The Chairman of the Board shall be responsible for the agenda for each meeting, and any director is welcome to propose items for the agenda to the Chairman.

  3. Each Board meeting shall include an executive session with non-employee directors only. The Chairman of the Board, if a non-employee director, shall preside at such sessions; otherwise, the Chair of the Governance Committee shall preside.

  4. In advance of meetings management shall endeavor to distribute appropriate presentation materials to the Board regarding the topics to be discussed.

5. Committees

  1. The Board shall have three standing committees: the Audit Committee, the Governance Committee and the Management Organization and Compensation Committee. The members of each of these committees shall consist solely of independent directors, as required and defined by the New York Stock Exchange. The members of the Audit Committee shall also meet the New York Stock Exchange independence requirements for Audit Committee members. The Board may also form other committees to perform other functions as it deems appropriate.

  2. Each committee shall have a charter setting forth its purpose, goals and responsibilities. Committee charters shall be recommended by each committee to the Governance Committee, which shall approve or modify them and recommend them to the Board for adoption. Each committee charter shall require the committee to report its activities to the Board periodically and review its own performance on an annual basis.

  3. Committee members, and the chair of each committee, shall be appointed by the Board upon recommendation of the Governance Committee. Committee chairs shall be responsible for the agendas for each committee meeting.

6. Access to Management
Directors shall have complete and free access to management and employees of the Company. Directors will use their judgment to ensure that such contact is consultative in nature and not disruptive to the business operations of the Company. Directors shall not independently provide work direction to members of management. Management is encouraged to make presentations to the Board, and the Board will frequently invite members of management to attend board meetings for discussion of matters where they can add knowledge and expertise to the discussion.
7. Director Compensation
The Governance Committee shall periodically review the compensation of the directors, based on information from management or third party consultants regarding compensation of directors of other publicly-held manufacturing companies similar to the Company, and recommend any appropriate changes to the Board. The compensation of the directors shall be generally comparable to the median of the compensation of directors of companies similar to the Company. The Board believes that the interests of the Board should be aligned with the interests of the shareholders, and therefore the compensation package shall have a significant equity component. The Governance Committee may also recommend, and the Board may adopt, supplemental compensation for the Chairman of the Board and the chairs of committees, which shall be generally comparable to the supplemental compensation of such directors in other publicly-held manufacturing companies similar to the Company. There shall be no director compensation for employees of the Company who are also serving on the Board.
8. Non-Employee Director Share Ownership Guidelines
To align the interests of our directors with those of our shareholders, the Board has adopted share ownership guidelines for the Company’s non-employee directors.
9. Director Orientation and Continuing Education
Management will provide each new director with appropriate background materials and shall conduct one or more orientation sessions to familiarize the director with the Company’s business, facilities, key strategies, financial characteristics and risk management issues. Directors are also encouraged to participate in meetings or seminars for directors, and the Company will reimburse directors for the cost of attending one such seminar each year.
10. Board Evaluation
The Board shall conduct an annual self-evaluation to determine whether it and the committees are functioning effectively. The Governance Committee shall solicit and receive comments from the directors and report its assessment of the Board's performance, which the full Board will discuss at its first meeting each year.
11. Review of Guidelines
The Governance Committee shall review these Guidelines annually, and make any changes it deems appropriate.