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Snap-on Inc Director's Dealing 2004

Feb 26, 2004

30335_dirs_2004-02-25_27c7141e-5919-45b5-8517-7d74a22f163c.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: 2004-02-23

Reporting Person: ELLIOTT DALE F (Director, Chairman, President & CEO)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-02-23 Deferred Stock Units $0 D 70000 Disposed Common Stock (70000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 13098.636 Direct
Common Stock 366.569 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (Right to Buy) $37.125 2007-01-24 Common Stock (10000) 10000 Direct
Stock Option (Right to Buy) $39.71 2008-01-23 Common Stock (18000) 18000 Direct
Stock Option (Right to Buy) $34.50 2009-01-22 Common Stock (22000) 22000 Direct
Stock Option (Right to Buy) $26.375 2010-01-28 Common Stock (55000) 55000 Direct
Stock Option (Right to Buy) $29.36 2011-04-27 Common Stock (200000) 200000 Direct
Stock Option (Right to Buy) $32.22 2012-01-25 Common Stock (150000) 150000 Direct
Stock Option (Right to Buy) $25.11 2013-01-24 Common Stock (150000) 150000 Direct
Stock Option (Right to Buy) $31.52 2014-01-23 Common Stock (110000) 110000 Direct
Deferred Stock Units $0 Common Stock (5607.909) 5607.909 Direct
Deferred Stock Units $0 Common Stock (100000) 100000 Direct
Deferred Stock Units $0 Common Stock (80000) 80000 Direct

Footnotes

F1: One half of option vested on 1/24/2004 and the remainder vests on 1/24/2005.

F2: One half will vest on 1/23/2005 and the remainder will vest 1/23/2006.

F3: 1 for 1.

F4: 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.

F5: Vesting of these Deferred Stock Units were subject to the Company's achievement of certain performance goals over the 2002 - 2003 period. None of these Deferred Stock Units vested.

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