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GRACO INC Director's Dealing 2008

Oct 9, 2008

30443_dirs_2008-10-09_2d456ca9-cef2-42f7-8365-6f6983dccd48.zip

Director's Dealing

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SEC Form 3/A — Form 3/A

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2007-09-28

Reporting Person: Chambers Caroline M (Vice President and Controller)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1449.098 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Non-Qualified Stock Option (right to buy) $8.76 2008-02-18 Common Stock (375) Direct
Non-Qualified Stock Option (right to buy) $12.4 2011-04-12 Common Stock (675) Direct
Non-Qualified Stock Option (right to buy) $18.39 2012-02-22 Common Stock (5625) Direct
Non-Qualified Stock Option (right to buy) $27.91 2014-02-19 Common Stock (7500) Direct
Non-Qualified Stock Option (right to buy) $32.95 2014-09-23 Common Stock (300) Direct
Non-Qualified Stock Option (right to buy) $40.68 2016-02-17 Common Stock (6000) Direct
Non-Qualified Stock Option (right to buy) $41.36 2017-02-16 Common Stock (8000) Direct

Footnotes

F1: Employee stock option granted pursuant to the Graco Inc. Long-Term Stock Incentive Plan in a transaction exempt under Rule 16b-3. The stock option becomes exercisable in four equal annual installments, commencing two years after the date of the grant.

F2: Employee stock option granted pursuant to the Graco Inc. 1999 Employee Stock Incentive Plan. The stock option becomes exercisable three years after the date of the grant.

F3: 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.

F4: Employee stock option granted pursuant to the Graco Inc. 1999 Employee Stock Incentive Plan. The stock option becomes exercisable in four equal annual installments, commencing one year after the date of the grant.

F5: Employee stock option granted pursuant to the Amended and Restated Graco Inc. Stock Incentive Plan (2006) 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.