Exhibit 10.2

                             STOCK OPTION AGREEMENT
                                    (NON-ISO)

     THIS AGREEMENT,  made this 9th day of February,  2000, by and between Graco
Inc.,  a  Minnesota  corporation  (the  "Company")  and George  Aristides,  (the
(Employee).

     WITNESSETH THAT:

     WHEREAS, the Company pursuant to it's Long-Term Incentive Stock Plan wishes
to grant this stock option to Employee;

     NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the parties hereto hereby agree as follows:

     1.   Grant of option
          ---------------

          The  Company   hereby  grants  to  Employee,   the  right  and  option
          (hereinafter  called the  "option")  to purchase all or any part of an
          aggregate of 40,000 Common Shares,  par value $1.00 per share,  at the
          price of  $30.69  per  share on the  terms  and  conditions  set forth
          herein.

     2.   Duration and Exercisability
          ---------------------------

          A.   This option may be exercised by Employee  immediately upon grant,
               and this  option  shall in all  events  terminate  ten (10) years
               after the date of grant.

               In the event that  Employee does not purchase in any one year the
               full  number of shares of Common  Stock of the  Company  to which
               he/she is entitled under this option,  he/she may, subject to the
               terms and conditions of Section 3 hereof, purchase such shares of
               Common  Stock  in any  subsequent  year  during  the term of this
               option.

          B.   During  the  lifetime  of  the  Employee,  the  option  shall  be
               exercisable  only by  him/her  and  shall  not be  assignable  or
               transferable  by  him/her  otherwise  than by will or the laws of
               descent and distribution.

     3.   Effect of Termination of Employment
          -----------------------------------

          A.   In the event that  Employee  shall  cease to be  employed  by the
               Company or its  subsidiaries  for any reason  other than  his/her
               gross and willful  misconduct,  death,  retirement (as defined in
               Section 3(d) below),  or  disability  (as defined in Section 3(d)
               below),  Employee  shall have the right to exercise the option at
               any time within one month after such termination of employment to
               the extent of the full  number of shares  he/she was  entitled to
               purchase under the option on the date of termination,  subject to
               the  condition  that no  option  shall be  exercisable  after the
               expiration of the term of the option.

          B.   In the event  that  Employee  shall  cease to be em ployed by the
               Company  or its  subsidiaries  by  reason  of  his/her  gross and
               willful  misconduct  during  the  course of  his/her  employment,
               including  but not limited to wrongful  appropriation  of Company
               funds  or  the  commission  of a  felony,  the  option  shall  be
               terminated as of the date of the misconduct.

          C.   If the Employee shall die while in the employ of the Company or a
               subsidiary  or within one month after  termination  of employment
               for any reason other than gross and willful  misconduct and shall
               not have fully exercised the option,  all remaining  shares shall
               become  immediately  exercisable and such option may be exercised
               at any time  within  twelve  months  after  his/her  death by the
               executors or  administrators  of the Employee or by any person or
               persons  to  whom  the  option  is  transferred  by  will  or the
               applicable laws of descent and  distribution,  and subject to the
               condition  that  no  option  shall  be   exercisable   after  the
               expiration of the term of the option.

          D.   If the Employee's  termination of employment is due to retirement
               (either  after  attaining  age 55 with 10  years of  service,  or
               attaining age 65, or due to disability  within the meaning of the
               provisions of the Graco Long-Term Disability Plan), all remaining
               shares shall become immediately exercisable and the option may be
               exercised  by the  Employee at any time within three years of the
               employee's  retirement,  or in  the  event  of the  death  of the
               Employee  within the  three-year  period  after  retirement,  the
               option may be  exercised at any time within  twelve  months after
               his/her death by the executors or  administrators of the Employee
               or by any person or persons to whom the option is  transferred by
               will or the applicable laws of descent and  distribution,  to the
               extent of the full  number  of  shares  he/she  was  entitled  to
               purchase  under the option on the date of death,  and  subject to
               the  condition  that no  option  shall be  exercisable  after the
               expiration of the term of the option.

     4.   Manner of Exercise
          ------------------

          A.   The option can be  exercised  only by  Employee  or other  proper
               party within the option period  delivering  written notice to the
               Company  at  its  principal  office  in  Minneapolis,  Minnesota,
               stating  the  number of  shares  as to which the  option is being
               exercised and, except as provided in Section 4(c), accompanied by
               payment-in-full  of the option price for all shares designated in
               the notice.

          B.   The Employee  may, at Employee's  election,  pay the option price
               either by check (bank check,  certified check, or personal check)
               or by delivering to the Company for cancellation Common Shares of
               the Company with a fair market  value equal to the option  price.
               For these purposes, the fair market value of the Company's Common
               Shares  shall be the  closing  price of the Common  Shares on the
               date of exercise on the New York Stock  Exchange  (the "NYSE") or
               on the principal national securities exchange on which the shares
               are  traded if the  shares  are not then  traded on the NYSE.  If
               there is not a quotation available for such day, then the closing
               price on the next preceding day for which such a quotation exists
               shall be  determinative  of fair market value.  If the shares are
               not then traded on an  exchange,  the fair market  value shall be
               the  average of the  closing  bid and asked  prices of the Common
               Shares as  reported by the  National  Association  of  Securities
               Dealers Automated  Quotation System. If the Common Shares are not
               then  traded on NASDAQ or on an  exchange,  then the fair  market
               value shall be  determined  in such  manner as the Company  shall
               deem reasonable.

          C.   The Employee may, with the consent of the Company, pay the option
               price by arranging for the  immediate  sale of some or all of the
               shares issued upon exercise of the option by a securities  dealer
               and the  payment to the Company by the  securities  dealer of the
               option exercise price.

     5.   Payment of Withholding Taxes
          ----------------------------

          Upon exercise of any portion of this option, Employee shall pay to the
          Company an amount  sufficient to satisfy any federal,  state, or local
          withholding tax  requirements  which arise as a result of the exercise
          of the option or provide the Company with satisfactory indemnification
          for such payment.

     6.   Change of Control
          -----------------

          A.   Notwithstanding  Section  2(a)  hereof,  the entire  option shall
               become immediately and fully exercisable on the day following a "
               Change of  Control"  and shall  remain  fully  exercisable  until
               either exercised or expiring by its terms. A " Change of Control"
               means:

               (1)  acquisition by any individual,  entity, or group (within the
                    meaning of Section  13(d)(3) or 14(d)(2) of the Exchange Act
                    of 1934), (a "Person"), of beneficial  ownership (within the
                    meaning of Rule l3d-3  under the 1934 Act) which  results in
                    the  beneficial  ownership by such Person of 25 % or more of
                    either

                    (a)  the then  outstanding  shares  of  Common  Stock of the
                         Company (the "Outstanding Company Common Stock") or

                    (b)  the  combined  voting  power  of the  then  outstanding
                         voting  securities  of the  Company  entitled  to  vote
                         generally   in   the   election   of   directors   (the
                         "Outstanding Company Voting Securities");

                    provided, however, that the, following acquisitions will not
                    result in a Change of Control:

                         (i)  an acquisition directly from the Company,
                         (ii) an acquisition by the Company,
                         (iii)an  acquisition  by  an  employee benefit plan (or
                              related  trust)  sponsored  or  maintained  by the
                              Company  or  any  corporation  controlled  by  the
                              Company,
                         (iv) an acquisition by any Person who is deemed to have
                              beneficial  ownership  of the Company common stock
                              or other  Company  voting securities  owned by the
                              Trust  Under  the Will of Clarissa L. Gray ("Trust
                              Person"),  provided that such acquisition does not
                              result in  the beneficial ownership by such Person
                              of 32%  or more of  either the Outstanding Company
                              Common  Stock  or  the Outstanding  Company Voting
                              Securities, and provided further that for purposes
                              of  this  Section  6, a  Trust Person shall not be
                              deemed to have beneficial ownership of the Company
                              common stock or  other  Company  voting securities
                              owned  by  The Graco Foundation  or  any  employee
                              benefit  plan  of the  Company, including, without
                              limitations,  the Graco Employee  Retirement  Plan
                              and the Graco Employee Stock Ownership Plan,
                         (v)  an  acquisition  by the Employee or any group that
                              includes the Employee, or
                         (vi) an acquisition  by any  corporation  pursuant to a
                              transaction  that complies  with clauses (a), (b),
                              and (c) of subsection (4) below; and

                    provided, further, that if any Person's beneficial ownership
                    of the  Outstanding  Company  Common  Stock  or  Outstanding
                    Company  Voting  Securities  is 25% or more as a result of a
                    transaction  described in clause (i) or (ii) above, and such
                    Person  subsequently   acquires   beneficial   ownership  of
                    additional  Outstanding  Company Common Stock or Outstanding
                    Company Voting Securities as a result of a transaction other
                    than  that  described  in  clause  (i) or (ii)  above,  such
                    subsequent  acquisition  will be treated  as an  acquisition
                    that   causes  such  Person  to  own  25%  or  more  of  the
                    Outstanding  Company  Common  Stock or  Outstanding  Company
                    Voting  Securities  and be deemed a Change of  Control;  and
                    provided further, that in the event any acquisition or other
                    transaction occurs which results in the beneficial ownership
                    of 32 % or more of either  the  Outstanding  Company  Common
                    Stock or the  Outstanding  Company Voting  Securities by any
                    Trust  Person,  the  Incumbent  Board may by  majority  vote
                    increase the threshold  beneficial ownership percentage to a
                    percentage above 32 % for any Trust Person; or

               (2)  Individuals who, as of the date hereof, constitute the Board
                    of Directors of the Company (the  "Incumbent  Board")  cease
                    for any reason to  constitute  at least a  majority  of said
                    Board;  provided,  however,  that any individual  becoming a
                    director  subsequent to the date hereof whose  election,  or
                    nomination for election by the Company's  shareholders,  was
                    approved by a vote of at least a majority  of the  directors
                    then  comprising  the Incumbent  Board will be considered as
                    though such individual were a member of the Incumbent Board,
                    but excluding,  for this purpose,  any such individual whose
                    initial  membership  on the  Board  occurs as a result of an
                    actual or  threatened  election  contest with respect to the
                    election  or  removal  of   directors  or  other  actual  or
                    threatened  solicitation  of  proxies or  consents  by or on
                    behalf of a Person other than the Board; or

               (3)  The  commencement  or announcement of an intention to make a
                    tender offer or exchange  offer,  the  consummation of which
                    would result in the beneficial ownership by a Person of 25 %
                    or  more  of  the   Outstanding   Company  Common  Stock  or
                    Outstanding Company Voting Securities; or

               (4)  The  approval  by  the  shareholders  of  the  Company  of a
                    reorganization, merger, consolidation, or statutory exchange
                    of Outstanding  Company Common Stock or Outstanding  Company
                    Voting  Securities  or sale or other  disposition  of all or
                    substantially  all of the assets of the  Company  ("Business
                    Combination")   or,  if   consummation   of  such   Business
                    Combination  is  subject,  at the time of such  approval  by
                    stockholders,   to  the   consent  of  any   government   or
                    governmental  agency,  the obtaining of such consent (either
                    explicitly  or  implicitly   by   consummation)   excluding,
                    however, such a Business combination pursuant to which

                    (a)  all  or  substantially   all  of  the  individuals  and
                         entities  who  were  the   beneficial   owners  of  the
                         Outstanding Company Common Stock or Outstanding Company
                         Voting  Securities  immediately  prior to such Business
                         Combination  beneficially  own, directly or indirectly,
                         more than 80% of,  respectively,  the then  outstanding
                         shares of common stock and the combined voting power of
                         the then outstanding voting securities entitled to vote
                         generally in the election of directors, as the case may
                         be, of the  corporation  resulting  from such  Business
                         Combination   (including,    without   limitation,    a
                         corporation  that as a result of such  transaction owns
                         the  Company  or  all  or  substantially   all  of  the
                         Company's assets either directly or through one or more
                         subsidiaries) in substantially  the same proportions as
                         their  ownership,  immediately  prior to such  Business
                         Combination of the Outstanding  Company Common Stock or
                         Outstanding Company Voting Securities,

                    (b)  no Person  [excluding  any  employee  benefit  plan (or
                         related  trust)  of the  Company  or  such  corporation
                         resulting from such Business Combination]  beneficially
                         owns, directly or indirectly,  25 % or more of the then
                         outstanding  shares of common stock of the  corporation
                         resulting   from  such  Business   Combination  or  the
                         combined  voting power of the then  outstanding  voting
                         securities  of such  corporation  except to the  extent
                         that  such  ownership  existed  prior  to the  Business
                         Combination, and

                    (c)  at least a  majority  of the  members  of the  board of
                         directors  of  the  corporation   resulting  from  such
                         Business  Combination  were  members  of the  Incumbent
                         Board  at the  time  of the  execution  of the  initial
                         agreement, or of the action of the Board, providing for
                         such Business Combination; or

               (5)  approval  by the  stockholders  of the Company of a complete
                    liquidation or dissolution of the Company.

          B.   A Change of  Control  shall not be deemed to have  occurred  with
               respect to an Employee if

               (1)  the acquisition  of the 25% or greater  interest referred to
                    in  subparagraph  A.(1)  of this  Section 6  is by  a group,
                    acting in concert, that includes the Employee or

               (2)  if at  least 25 % of the then  outstanding  common  stock or
                    combined voting power of the then outstanding company voting
                    securities  (or voting  equity  interests)  of the surviving
                    corporation  or  of  any   corporation   (or  other  entity)
                    acquiring  all or  substantially  all of the  assets  of the
                    Company shall be beneficially owned, directly or indirectly,
                    immediately after a reorganization,  merger,  consolidation,
                    statutory share exchange, disposition of assets, liquidation
                    or dissolution referred to in subsections (4) or (5) of this
                    section by a group,  acting in concert,  that  includes that
                    Employee.

     7.   Adjustments
          -----------

          If Employee  exercises all or any portion of the option  subsequent to
          any change in the  number or  character  of the  Common  Shares of the
          Company     (through    merger,     consolidation,     reorganization,
          recapitalization,  stock dividend, or otherwise),  Employee shall then
          receive for the  aggregate  price paid by him/her on such  exercise of
          the option,  the number and type of securities or other  consideration
          which  he/she  would have  received if such option had been  exercised
          prior to the event  changing the number or  character  of  outstanding
          shares.

     8.   Miscellaneous
          -------------

          A.   This  option  is  issued  pursuant  to  the  Company's  Long-Term
               Incentive  Stock Plan and is subject to its terms.  A copy of the
               Plan has been given to  Employee.  The terms of the Plan are also
               available for inspection  during  business hours at the principal
               offices of the company.

          B.   This  Agreement  shall not  confer  on  Employee  any right  with
               respect to continuance of employment by the Company or any of its
               subsidiaries,  nor will it interfere in any way with the right of
               the Company to terminate  such  employment at any time.  Employee
               shall have none of the rights of a  shareholder  with  respect to
               shares  subject to this option  until such shares shall have been
               issued to him upon exercise of this option.

          C.   The  Company  shall at all times  during  the term of the  option
               reserve  and keep  available  such  number  of  shares as will be
               sufficient to satisfy the requirements of this Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed on the day and year first above written.

                                        GRACO INC.




                                        By:
                                        David A. Koch, Chairman of the Board
                                        /s/George Aristides
                                        Employee