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GRACO INC Director's Dealing 2006

Feb 22, 2006

30443_dirs_2006-02-22_c513a0fe-0c6f-42ef-b344-931d0f00e7e4.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2006-02-17

Reporting Person: JOHNSON DALE D (VICE PRESIDENT)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-09-30 Common Stock J 0.0788 $34.28 Disposed 2624.6274 Indirect
2005-12-31 Common Stock J 3.3032 $36.48 Disposed 2621.3242 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-02-17 Non-Qualified Stock Option (right to buy) $40.68 A 22500 Acquired 2016-02-17 Common Stock (22500) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 13783 Direct

Footnotes

F1: ESOP - Reporting person has elected to have the dividends allocated to his ESOP Unit Stock Account under the Graco Inc. Employee Investment Plan paid to him in cash. As a result,the number of shares allocated to reporting person's ESOP Unit Stock Account will decrease due to the allocation of administrative fees to this Account.

F2: Employee stock option granted pursuant to the Graco Inc. Stock Incentive Plan in transaction exempt under Rule 16b-3. The stock option becomes exercisable in four equal annual installments, commencing one year after the date of the grant.