GRACO INC

Our Board recognizes that directors need to be in a position to commit sufficient time and energy in order to be effective representatives of our shareholders’ interests. As such, our directors are required to advise the Chair of the Board (or, in the case of the Chair, the Chair of the Management Organization and Compensation Committee) in advance of accepting an invitation to serve on the board of another public company. Our Corporate Governance Guidelines provide that directors who serve as executive officers of a public company may not serve on more than two other public company boards and all other directors may not serve on more than three other public company boards, without the prior approval of the Governance Committee.