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Snap-on Inc Director's Dealing 2004

Aug 20, 2004

30335_dirs_2004-08-20_0e1f09af-f321-46df-9118-2265c2698b88.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP ON INC (SNA)
CIK: 0000091440
Period of Report: 2004-08-18

Reporting Person: MARRINAN SUSAN F (VP , Secretary, C.L.O.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-08-18 Common Stock M 12500 $26.375 Acquired 22678.32 Direct
2004-08-18 Common Stock M 7500 $25.11 Acquired 30178.32 Direct
2004-08-18 Common Stock S 20000 $31.7277 Disposed 10178.32 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-08-18 Stock Option (Right to Buy) $26.375 M 12500 Disposed 2010-01-28 Common Stock (12500) Direct
2004-08-18 Stock Option (Right to Buy) $25.11 M 7500 Disposed 2013-01-24 Common Stock (7500) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 332.838 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (Right to Buy) $37.125 2007-01-24 Common Stock (14000) 14000 Direct
Stock Option (Right to Buy) $39.71 2008-01-23 Common Stock (15000) 15000 Direct
Stock Option (Right to Buy) $34.50 2009-01-22 Common Stock (25000) 25000 Direct
Stock Option (Right to Buy) $29.36 2011-04-27 Common Stock (30000) 30000 Direct
Stock Option (Right to Buy) $32.22 2012-01-25 Common Stock (20000) 20000 Direct
Stock Option (Right to Buy) $31.52 2014-01-23 Common Stock (16000) 16000 Direct
Deferred Stock Units $0 Common Stock (1210.406) 1210.406 Direct
Deferred Stock Units $0 Common Stock (19000) 19000 Direct

Footnotes

F1: The transaction was an option grant. Accordingly, the reporting person did not pay a price to obtain the option.

F2: One half of option vested on 1/24/2004 and the remainder vests on 1/24/2005.

F3: One half of option vests on 1/23/2005 and the remainder vests on 1/23/2006.

F4: 1 for 1.

F5: Payment will begin within 30 days first beginning after the earliest of the date specified in advance of the deferral by the reporting person, death, disability, retirement, or termination of employment.

F6: The units vest on the achievement of certain company initiatives over the 2003-2005 period.