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GRACO INC Director's Dealing 2004

Feb 2, 2004

30443_dirs_2004-02-02_1ece6cfc-6725-408e-a532-a770e059302a.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

Issuer: GRACO INC (ggg)
CIK: 0000042888
Period of Report: 2004-01-01

Reporting Person: MITAU LEE R (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2003-11-05 Phantom Stock Units $ J 22.467 Acquired Common Stock (22.467) Direct
2004-01-01 Phantom Stock Units $ A 480.05 Acquired Common Stock (480.05) Direct

Footnotes

F1: Dividends on the accrued phantom stock units were credited under the Graco Inc. Nonemployee Director Stock Plan and are to be settled 100% in Graco common stock in a lump sum or installments upon reporting person's termination of service on the Board.

F2: The phantom stock units were accrued under the Graco Inc. Nonemployee Director Stock Plan and are to be settled 100% in Graco common stock in a lump sum or installments upon reporting person's termination of service on the Board.

F3: Due to a technical error in third party reporting software, the number of derivative securities reported in Column 9 ("Number of derivative Securities Beneficially Owned Following Reported Transaction(s)") was incorrectly stated on the original Form 4.