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Snap-on Inc Director's Dealing 2004

Jan 28, 2004

30335_dirs_2004-01-28_27684dd6-1f1f-47da-853b-c7c483ec8ea6.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: 2004-01-23

Reporting Person: ELLEN MARTIN M (SVP Finance & CFO)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-01-23 Stock Option (Right to Buy) $31.52 A 45000 Acquired 2014-01-23 Common Stock (45000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 300 Direct
Common Stock 10000 Indirect
Common Stock 277.364 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (Right to Buy) $27.81 2012-11-18 Common Stock (39100) 39100 Direct
Stock Option (Right to Buy) $25.11 2013-01-24 Common Stock (40500) 40500 Direct
Deferred Stock Units $ Common Stock (261.7497) 261.7497 Direct
Deferred Stock Units $ Common Stock (6000) 6000 Direct
Restricted Stock $ Common Stock (5600) 5600 Direct
Restricted Stock $ Common Stock (48000) 48000 Direct

Footnotes

F1: Shares are held by Martin Robin Partners LP.

F2: One half of option vested on 11/18/2003 and the remainder vests on 11/18/2004.

F3: One half of option vested on 1/24/2004 and ther remainder vests on 1/24/2005.

F4: Pursuant to relief provided in SEC Final Rule Release No. 33-8230, this filing will not be, and is not required to be, disclosed in the Company's proxy statement or Form 10-K.

F5: One half of option vests on 1/23/2005 and the remainder vests on 1/23/2006.

F6: Grant of stock option from company. There is not a price for the derivative security.

F7: 1 for 1.

F8: Payment will begin within 30 days first beginning after the earliest date specified in advance of the deferral by the reporting person, death, disability, retirement or termination of employment.

F9: Includes 248.644 shares acquired pursuant to the Corporation's Deferred Compensation Plan.

F10: The units vest on the achievement of certain company initiatives over the 2002-2003 period.

F11: These units will vest on November 18, 2005.

F12: The units vest on the achievement of certain company initiatives over the 2003-2005 period.