UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
---  EXCHANGE ACT OF 1934

For quarterly period ended March 30, 2002

Commission File Number 1-7724

Snap-on Incorporated
(Exact name of registrant as specified in its charter)

Delaware                                     39-0622040
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

10801 Corporate Drive, Pleasant Prairie, Wisconsin             53158-1603
(Address of principal executive offices)                   (zip code)

Registrant's telephone number, including area code: (262) 656-5200

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:

Class                                     Outstanding at April 27, 2002
--------------------------                        -----------------------------
Common stock, $1 par value                               58,173,891 shares

SNAP-ON INCORPORATED

INDEX

Page
----
Part I.   Financial Information

Consolidated Statements of Earnings -
Thirteen Weeks Ended
March 30, 2002 and March 31, 2001                         3

Consolidated Balance Sheets -
March 30, 2002 and December 29, 2001                      4-5

Consolidated Statements of Cash Flows -
Thirteen Weeks Ended
March 30, 2002 and March 31, 2001                         6

Notes to Consolidated Financial Statements                7-15

Management's Discussion and Analysis of
Financial Condition and Results of Operations             16-23

Quantitative and Qualitative Disclosures
About Market Risk                                         24-25

Part II.  Other Information                                                26

2

PART I. FINANCIAL INFORMATION
Item 1: Financial Statements

SNAP-ON INCORPORATED
CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in millions except per share data)
(Unaudited)

Thirteen Weeks Ended  
------------------------
March 30,     March 31,
2002          2001  
----------    ----------

Net sales                                                      $    510.0    $    527.4
Cost of goods sold                                                 (274.3)       (283.7)
Operating expenses                                                 (197.9)       (202.5)
Net finance income                                                    7.3          12.1
Restructuring and other non-recurring charges                        (3.4)            -
Interest expense                                                     (7.8)         (8.9)
Other income (expense) - net                                          (.1)          1.9
----------    ----------
Earnings from continuing operations before
income taxes                                                       33.8          46.3
Income taxes on earnings from continuing operations                  12.1          16.9
----------    ----------
Earnings before cumulative effect of a change in
accounting principle                                               21.7          29.4
Cumulative effect of a change in accounting principle
for goodwill in 2002 (net of tax of $0) and
for derivatives in 2001 (net of tax benefit of $1.6)                2.8          (2.5)
----------    ----------
Net earnings                                                   $     24.5    $     26.9
==========    ==========
Net earnings per share - basic:
Earnings before cumulative effect of a change in
accounting principle                                         $      .37    $      .51
Cumulative effect of a change in accounting
principle, net of tax                                               .05          (.05)
----------    ----------
Net earnings per share                                         $      .42    $      .46
==========    ==========
Net earnings per share - diluted:
Earnings before cumulative effect of a change in
accounting principle                                         $      .37    $      .51
Cumulative effect of a change in accounting
principle, net of tax                                               .05          (.05)
----------    ----------
Net earnings per share                                         $      .42    $      .46
==========    ==========
Weighted-average shares outstanding:
Basic                                                              58.0          57.8
Effect of dilutive options                                           .7            .4
----------    ----------
Diluted                                                            58.7          58.2
==========    ==========

Dividends declared per common share                            $      .24    $      .24
==========    ==========

See Notes to Consolidated Financial Statements.

3

SNAP-ON INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Amounts in millions except share data)

March 30,    December 29,
2002          2001         
----------    ------------
(Unaudited)
ASSETS

Current Assets
Cash and cash equivalents                               $      5.4    $      6.7

Accounts receivable - net of allowances                      633.1         615.2

Inventories
Finished stock                                            355.2         351.4
Work in process                                            46.3          41.5
Raw materials                                              80.4          77.2
Excess of current cost over LIFO cost                     (95.1)        (94.9)
----------    ----------
Total inventory                                           386.8         375.2

Prepaid expenses and other assets                            135.8         142.3
----------    ----------
Total current assets                                    1,161.1       1,139.4

Property and equipment
Land                                                          22.8          23.4
Buildings and improvements                                   191.0         195.5
Machinery and equipment                                      507.5         501.3
----------    ----------
721.3         720.2
Accumulated depreciation                                    (401.1)       (392.5)
----------    ----------
Property and equipment - net                              320.2         327.7

Deferred income tax benefits                                     26.9          27.7
Goodwill - net                                                  332.6         331.2
Other intangibles - net                                          61.3          60.7
Other assets                                                     81.8          87.6
----------    ----------

Total assets                                         $  1,983.9    $  1,974.3
==========    ==========

See Notes to Consolidated Financial Statements.

4

SNAP-ON INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Amounts in millions except share data)

March 30,    December 29,
2002          2001
----------    ----------
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities

Accounts payable                                          $    177.4    $    141.2
Notes payable and current maturities of long-term debt          29.1          29.1

Accrued compensation                                            51.0          58.7
Dealer deposits                                                 50.6          42.0
Deferred subscription revenue                                   45.4          45.0
Accrued restructuring reserves                                  15.4          23.1
Other accrued liabilities                                      171.0         210.3
----------    ----------
Total current liabilities                                   539.9         549.4

Long-term debt                                                    459.1         445.5
Deferred income taxes                                              25.9          24.7
Retiree health care benefits                                       92.8          92.7
Pension liability                                                  55.4          54.5
Other long-term liabilities                                        25.1          31.7
----------    ----------
Total liabilities                                         1,198.2       1,198.5
----------    ----------
SHAREHOLDERS' EQUITY
Preferred stock - authorized 15,000,000 shares
of $1 par value; none outstanding                                   -             -
Common stock - authorized 250,000,000 shares
of $1 par value; issued 66,873,659 and 66,847,107 shares         66.9          66.8
Additional paid-in capital                                        107.6         108.0
Retained earnings                                               1,025.2       1,014.7
Accumulated other comprehensive income (loss)                    (125.6)       (120.6)
Grantor stock trust at fair market value - 5,751,566
and 5,984,145 shares                                           (195.1)       (203.0)
Treasury stock at cost - 3,021,462 and 2,923,435 shares           (93.3)        (90.1)
----------    ----------
Total shareholders' equity                                  785.7         775.8
----------    ----------

Total liabilities and shareholders' equity             $  1,983.9    $  1,974.3
==========    ==========

See Notes to Consolidated Financial Statements.

5

SNAP-ON INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in millions)
(Unaudited)

Thirteen Weeks Ended 
------------------------
March 30,     March 31,
2002          2001 
----------    ----------
OPERATING ACTIVITIES

Net earnings                                                    $  24.5      $   26.9
Adjustments to reconcile net earnings to net cash
provided (used) by operating activities:
Cumulative effect of a change in accounting principle
(net of tax) for goodwill in 2002 and for derivatives
in 2001                                                       (2.8)          2.5
Depreciation                                                    13.3          13.3
Amortization of goodwill                                           -           3.4
Amortization of other intangibles                                 .6           1.0
Deferred income tax provision                                   20.4           4.6
Gain on sale of assets                                           (.3)          (.4)
Mark-to-market on cash flow hedges, net of tax                   2.1          (1.0)
Restructuring and other non-recurring charges, net of tax        2.2             -
Changes in operating assets and liabilities, net of effects
of acquisitions:
(Increase) decrease in receivables                             (18.1)          4.4
(Increase) decrease in inventories                             (15.1)        (23.5)
(Increase) decrease in prepaid and other assets                 (7.1)        (17.3)
Increase (decrease) in accounts payable                         38.5          15.5
Increase (decrease) in accruals and other liabilities          (52.8)        (18.5)
-------       -------
Net cash provided by operating activities                           5.4          10.9

INVESTING ACTIVITIES
Capital expenditures                                              (13.9)        (10.3)
Acquisitions of businesses - net of cash acquired                   (.8)          (.9)
Disposal of property and equipment                                  4.0           3.0
-------       -------
Net cash used in investing activities                             (10.7)         (8.2)

FINANCING ACTIVITIES
Payment of long-term debt                                          (2.1)         (2.1)
Proceeds from issuance of long-term debt                             .9            .5
Increase in short-term borrowings - net                            15.0          13.5
Purchase of treasury stock                                         (3.2)         (2.7)
Proceeds from stock purchase and option plans                       7.4           1.1
Cash dividends paid                                               (13.9)        (13.9)
-------       -------
Net cash provided by (used) in financing activities                 4.1          (3.6)

Effect of exchange rate changes on cash                               (.1)          (.4)
-------       -------
Decrease in cash and cash equivalents                                (1.3)         (1.3)

Cash and cash equivalents at beginning of period                      6.7           6.1
-------       -------
Cash and cash equivalents at end of period                        $   5.4       $   4.8
=======       =======
Supplemental cash flow disclosures:
Cash paid for interest                                          $   9.3       $   7.2
Cash paid (received) for income taxes                           $  (4.6)      $   1.6

See Notes to Consolidated Financial Statements.

6

SNAP-ON INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   This report should be read in conjunction with the consolidated financial
statements and related notes included in Snap-on Incorporated's ("Snap-on")
Annual Report on Form 10-K for the year ended December 29, 2001.

In the opinion of management, all adjustments (consisting only of normal
recurring adjustments and adjustments related to restructuring and other
non-recurring charges) necessary to a fair statement of financial condition
and results of operations for the thirteen weeks ended March 30, 2002, have
been made. Management also believes that the results of operations for the
thirteen weeks ended March 30, 2002, are not necessarily indicative of the
results to be expected for the full year. Certain prior-year amounts have
been reclassified to conform with the current-year presentation.

2.   On December 30, 2001, the beginning of Snap-on's 2002 fiscal year, Snap-on
adopted Statement of Financial Accounting Standards ("SFAS") No. 142
"Goodwill and Other Intangible Assets." This Statement is required to be
applied to all goodwill and other intangible assets recognized by the
corporation as of December 30, 2001, and it changes the subsequent
accounting for these assets in the following significant respects:

Accounting standards in place prior to December 30, 2001, concluded that
goodwill and all other intangible assets were wasting assets and therefore
amounts assigned to these assets were amortized in determining net income.
SFAS No. 142 does not presume that these assets are wasting assets. The
provisions of this statement requires that i) goodwill no longer be
amortized, ii) negative goodwill be recorded as a cumulative effect of an
accounting change as of the beginning of the 2002 fiscal year, iii) other
intangible assets be evaluated to determine whether they have finite or
indefinite useful lives, and iv) goodwill be evaluated for impairment.
Intangible assets determined to have finite lives are amortized over those
estimated lives, and intangible assets that have indefinite useful lives
are not amortized.

SFAS No. 142 sets forth a number of factors to be considered in
establishing the useful life of intangible assets. These factors include
product life cycles, market competition and other economic trends, as well
as the level of maintenance required to obtain future cash flows. The
useful lives of all intangible assets as of December 30, 2001, were
assessed using these criteria. In accordance with the adoption provisions
of SFAS No. 142, Snap-on has completed the transitional assessment of its
other intangible assets in evaluating and assigning a finite or indefinite
useful life status. Snap-on is evaluating its goodwill for potential
impairment and will conclude this evaluation during the second quarter of
2002.

As a result of the adoption of SFAS No. 142, Snap-on recorded a cumulative
effect of a change in accounting principle transition adjustment that
increased net income in the first quarter of 2002 by $2.8 million, on both
a pretax and after tax basis, for the recognition of unamortized negative
goodwill.

7

SNAP-ON INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following is a reconciliation of earnings before cumulative effect of a
change in accounting principle and net earnings, along with corresponding
basic and diluted earnings per share data, between the actual first-quarter
results reported by Snap-on in fiscal 2001 and the adjusted amounts
reflecting the adoption of SFAS No. 142 on these prior-year results.

Thirteen Weeks
Ended
(Amounts in millions except per share data)                  March 31, 2001
--------------

Earnings before cumulative effect of a
change in accounting principle as reported:                       $29.4
Add back: Goodwill amortization, net of tax                       2.9
Add back: Trademark amortization, net of tax                       .2
-----
Earnings before cumulative effect item - as adjusted                $32.5
=====

Net earnings as reported:                                           $26.9
Add back: Goodwill amortization, net of tax                       2.9
Add back: Trademark amortization, net of tax                       .2
-----
Net earnings - as adjusted                                          $30.0
=====

Earnings per share before cumulative effect of a
change in accounting principle as reported:
Basic                                                           $ .51
Diluted                                                           .51
Earnings per share before cumulative effect item - as adjusted:
Basic                                                           $ .56
Diluted                                                           .56

Net earnings per share as reported:
Basic                                                           $ .46
Diluted                                                           .46
Earnings per share - as adjusted:
Basic                                                           $ .51
Diluted                                                           .51

8

SNAP-ON INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Additional disclosures related to acquired intangible assets are as follows:

March 30, 2002                   December 29, 2001
-----------------------------    -------------------------------
Gross Carrying   Accumulated     Gross Carrying     Accumulated
(Amounts in millions)                 Value         Amortization       Value           Amortization
--------------   ------------    --------------     ------------
Amortized Intangible Assets:

Trademarks                          $ 1.7           $  (.2)           $  1.7           $  (.2)
Patents                              27.6             (6.6)             27.2             (6.3)
-----           ------            ------           ------
Total                                29.3             (6.8)             28.9             (6.5)
Unamortized Intangible Assets:
Trademarks                           43.5             (4.7)             42.8             (4.5)
-----           ------            ------           ------
Total Intangible Assets               $72.8           $(11.5)            $71.7           $(11.0)
=====           ======             =====           ======

The carrying amount of goodwill as of March 30, 2002, increased $1.4
million from December 29, 2001 levels of $331.2 million to $332.6 million,
reflecting a $1.1 million effect from an acquisition of a business
operation and $.3 million from currency translation effects.

The aggregate amortization expense for the thirteen weeks ended March 30,
2002, was $.6 million. Total estimated annual amortization expense expected
for the fiscal years 2002 through 2006 is as follows:

Estimated
Amortization
(Amounts in millions)        Expense      
------------
2002                          $2.1
2003                           1.9
2004                           1.8
2005                           1.8
2006                           1.7

3.   Snap-on announced in the second quarter of 2001 that it was taking
significant action to (i) reduce costs companywide to adjust to the slower
sales environment and (ii) improve operational performance in businesses
not earning acceptable financial returns. As a result of selective
rationalization and consolidation actions, Snap-on recorded $62.0 million
in pretax restructuring and other non-recurring charges in 2001 for actions
that include the consolidation or closure of 35 facilities, asset
write-downs and severance costs to effect a 6% reduction in workforce. The
$62.0 million charge includes restructuring charges of $40.3 million and
non-recurring charges of $21.7 million. The restructuring charge of $40.3
million includes $27.1 million for severance costs associated with the
planned elimination of 796 salaried and hourly positions, $6.0 million for
non-cancelable lease agreements, $5.9 million for facility asset
write-downs, and $1.3 million for exit-related legal and professional
services. The $21.7 million of other non-recurring charges includes $12.6
million for restructuring-related inventory write-downs and additional
inventory write-downs and warranty costs associated with Snap-on's exiting
of an unprofitable segment of the emissions-testing business, $8.4 million
for management transition costs associated with the appointment of Dale F.
Elliott as successor to the CEO position, and $.7 million for equipment and
employee relocation costs associated with the facility consolidations.

9

SNAP-ON INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Snap-on expects to incur an estimated $7 million to $8 million in
restructuring-related transition costs in the first half of 2002 for the
completion of its 2001 restructuring and other activities. Transition costs
do not qualify for restructuring accrual treatment and are therefore
expensed when incurred.

In the first quarter of 2002, Snap-on recorded transition charges of $3.4
million, consisting of $3.0 million for costs related to the 2002
resignation of Snap-on's former CFO and $.4 million for
restructuring-related transition costs for employee and equipment
relocation.

The composition of Snap-on's restructuring charge activity for the thirteen
weeks ended March 30, 2002, was as follows:

Restructuring Reserve              Restructuring Reserve
As of December 29, 2001    Usage    as of March 30, 2002  
-----------------------    -----    ---------------------
(Amounts in millions)

Severance costs                       $21.1              $ (7.4)           $13.7
Facility consolidation
or closure costs                      2.0                 (.3)             1.7
-----              ------            -----
Total restructuring reserves          $23.1              $ (7.7)           $15.4
=====              ======            =====

The restructuring reserve usage for the thirteen weeks ended March 30,
2002, of $7.7 million represents $7.4 million for severance payments
related to the separation of 176 employees and $.3 million for facility
consolidation or closure costs. Of the $40.3 million of restructuring
reserves established in 2001, $24.9 million has been used to date,
consisting of $13.4 million for severance payments related to the
separation of 448 of the 796 identified employees, $5.6 million for
facility consolidation or closure costs related to 20 of the 35 facilities
identified, and $5.9 million for asset write-downs. Snap-on expects to fund
cash requirements of its 2001 restructuring activities with cash flows from
operations and borrowings under the company's existing credit facilities.
The specific restructuring measures and estimated costs were based on
management's best business judgment under prevailing circumstances. Snap-on
believes that the restructuring reserve balance of $15.4 million as of
March 30, 2002, is adequate to complete all announced activities and
anticipates that all actions will be completed by the end of 2002.

4.   Snap-on accounts for its hedging activities under SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities," as amended by SFAS No.
138. These standards require that all derivative instruments be reported in
the consolidated financial statements at fair value. Changes in the fair
value of derivatives are to be recorded each period in earnings or
"Accumulated other comprehensive income (loss)," depending on the type of
hedged transaction and whether the derivative is designated and effective
as part of a hedged transaction. Gains or losses on derivative instruments
reported in "Accumulated other comprehensive income (loss)" must be
reclassified as earnings in the period in which earnings are affected by
the underlying hedged item, and the ineffective portion of all hedges must
be recognized in earnings in the current period.

10

SNAP-ON INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In accordance with the provisions of SFAS No. 133, Snap-on recorded a
transition adjustment on December 31, 2000, the beginning of Snap-on's 2001
fiscal year, to recognize its derivative instruments at fair value, and to
recognize the difference between the carrying values and fair values of
related hedged assets and liabilities upon adoption of these standards. The
cumulative effect of this transition adjustment was to decrease reported
net income in the first quarter of 2001 by $2.5 million after tax related
to a hedge strategy that did not qualify for hedge accounting under SFAS
No. 133. Snap-on also recorded in the first quarter of 2001 a transition
adjustment of $1.2 million, after tax, in accumulated other comprehensive
income (loss) to recognize previously deferred net gains on derivatives
designated as cash flow hedges that qualify for hedge accounting under SFAS
No. 133.

Snap-on uses derivative instruments to manage well-defined interest rate
and foreign currency exposures. Snap-on does not use derivative instruments
for speculative or trading purposes. The criteria used to determine if
hedge accounting treatment is appropriate are (i) the designation of the
hedge to an underlying exposure, (ii) whether or not overall risk is being
reduced, and (iii) if there is a correlation between the value of the
derivative instrument and the underlying obligation. On the date a
derivative contract is entered into, Snap-on designates the derivative as
either a fair value hedge, a cash flow hedge, a hedge of a net investment
in a foreign operation, or a natural hedging instrument whose change in
fair value is recognized as an economic hedge against changes in the values
of the hedged item.

Foreign Currency Derivative Instruments: Snap-on has operations in a number
of countries that have transactions outside their functional currencies
and, as a result, is exposed to changes in foreign currency exchange rates.
In addition, Snap-on hedges the anticipated repayment of intercompany loans
to foreign subsidiaries denominated in foreign currencies. Snap-on manages
most of these exposures on a consolidated basis, which allows for netting
of certain exposures to take advantage of natural offsets. To the extent
the net exposures are hedged, forward exchange contracts are used. Gains
and/or losses on these foreign currency hedges are intended to offset
losses and/or gains on the hedged transaction in an effort to reduce the
earnings volatility resulting from fluctuating foreign currency exchange
rates.

At March 30, 2002, Snap-on had net outstanding foreign exchange forward
contracts totaling $188.4 million comprised of buy contracts of $57.5
million in Swedish kronor and sell contracts of $109.2 million in euros,
$71.3 million in British pounds, $35.8 million in Canadian dollars, $7.1
million in Singapore dollars, $5.1 million in Danish kronor, $4.8 million
in Australian dollars and $12.6 million in other currencies. At December
29, 2001, Snap-on had net outstanding foreign exchange forward contracts
totaling $191.3 million comprised of buy contracts of $55.1 million in
Swedish kronor and sell contracts of $113.6 million in euros, $73.8 million
in British pounds, $31.2 million in Canadian dollars, $8.8 million in
Singapore dollars, $4.9 million in Danish kronor, $4.4 million in
Australian dollars and $9.7 million in other currencies.

11

SNAP-ON INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Snap-on's forward exchange contracts do not qualify for hedge accounting
treatment under SFAS No. 133 and are therefore excluded from the assessment
of effectiveness. The fair value changes of these contracts are reported in
earnings as foreign exchange gain or loss, which is included in "Other
income (expense) - net" on the accompanying Consolidated Statements of
Earnings. Those forward exchange contracts that qualify for hedge
accounting treatment are accounted for as cash flow hedges where the
effective portion of the changes in fair value of the derivative is
recorded in "Accumulated other comprehensive income (loss)." When the
hedged item is realized in income, the gain or loss included in
"Accumulated other comprehensive income (loss)" is reclassified to income
in the same financial statement caption as the hedged item. The ineffective
portion of changes in fair value of the cash flow hedges are reported in
earnings as foreign exchange gain or loss, which is included in "Other
income (expense) - net" and which were not material.

Non-Derivative Instruments Designated in Hedging Relationships: Snap-on
uses non-U.S. dollar financing transactions as net investment hedges of
long-term investments in the corresponding foreign currency. Hedges that
meet the effectiveness requirements are accounted for under net investment
hedging rules. The effective portion of the net investment hedge of a
foreign operation is recorded in "Accumulated other comprehensive income
(loss)" as a cumulative translation adjustment. When applicable, the
ineffective portion of the net investment hedge is recorded in earnings as
foreign exchange gain or loss, which is included in "Other income (expense)
- net" and which were not material. At March 30, 2002, net gains of $.1
million arising from effective hedges of net investments have been
reflected in the cumulative translation adjustment account as a component
of "Accumulated other comprehensive income (loss)."

Interest Rate Swap Agreements: Snap-on enters into interest rate swap
agreements to manage interest costs and risks associated with changing
interest rates. Interest rate swap agreements are accounted for as either
cash flow hedges or fair value hedges. The differentials paid or received
on interest rate swap agreements are accrued and recognized as adjustments
to interest expense. For fair value hedges the effective portion of the
change in fair value of the derivative is recorded in "Long-term Debt"
while any ineffective portion is recorded as an adjustment to interest
expense. For cash flow hedges the effective portion of the change in fair
value of the derivative is recorded in "Accumulated other comprehensive
income (loss)," while any ineffective portion is recorded as an adjustment
to interest expense. The notional amount of interest rate swaps was $50.0
million at March 30, 2002 and $25.0 million at December 29, 2001.

For all derivatives qualifying for hedge accounting under SFAS No. 133, the
net accumulated derivative gain at March 30, 2002, was $2.1 million, after
tax, and is reflected in "Accumulated other comprehensive income (loss)."
At March 30, 2002, the maximum maturity date of any cash flow hedge and
fair value hedge was approximately 36 months and 9.4 years, respectively.
During the next 12 months, Snap-on expects to reclassify into earnings net
gains from "Accumulated other comprehensive income (loss)" of approximately
$.4 million after tax at the time the underlying hedged transactions are
realized.

During the first quarter ended March 30, 2002, cash flow hedge and fair
value hedge ineffectiveness was not material.

12

5.   During the first quarter of 2002, Snap-on incurred acquisition costs of $.8
million for the full ownership of a business operation and the finalization
of a prior acquisition. Pro forma financial information has not been
presented, as the effects of these businesses, individually and in the
aggregate, were not material.

6.   Basic and diluted earnings per share were computed by dividing net earnings
by the corresponding weighted-average common shares outstanding for the
period. The dilutive effect of the potential exercise of outstanding
options to purchase shares of common stock is calculated using the treasury
stock method.

7.   On December 30, 2001, the beginning of the 2002 fiscal year, Snap-on
adopted SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," which supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of." The statement provides a single accounting model for long-lived assets
to be disposed of. The effect of this change in accounting is not material
to Snap-on's financial position or results of operations.

In June 2001, the Financial Accounting Standards Board issued SFAS No. 143,
"Accounting for Asset Retirement Obligations." SFAS No. 143 addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets. The statement requires that the
fair value of a liability for an asset's retirement obligation be
recognized in the period in which it is incurred and capitalized as part of
the carrying amount of the long-lived asset. The statement will be
effective for fiscal years beginning after June 15, 2002. The effect of
this pronouncement will not be material to Snap-on's financial position or
results of operations.

8.   Total comprehensive income for the thirteen week periods ended March 30,
2002, and March 31, 2001, was as follows:

Thirteen Weeks Ended     
------------------------ 
March 30,     March 31,
(Amounts in millions)                   2002          2001      
-----------   ---------- 

Net earnings                           $ 24.5        $ 26.9
Foreign currency translation             (7.1)        (20.8)
Mark to market for cash flow
hedges, net of tax                      2.1          (1.0)
------        ------
Total comprehensive income             $ 19.5        $  5.1
======        ======

9.   Snap-on is involved in various legal matters that are being defended and
handled in the ordinary course of business, and Snap-on maintains accruals
for such costs that are expected to be incurred. Although it is not
possible to predict the outcome of these matters, management believes that
the results will not have a material impact on Snap-on's financial
statements.

During 2001, Snap-on entered into a binding arbitration process with SPX
Corporation related to infringement of patents. The arbitrator ruled in
favor of SPX and Snap-on paid damages of $44.0 million in January 2002 to
SPX.

13

SNAP-ON INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

10.  Snap-on has two reportable segments: the Snap-on Dealer Group and the
Commercial and Industrial Group. These segments are based on the
organization structure used by management for making operating and
investment decisions and for assessing performance. The Snap-on Dealer
Group consists of Snap-on's business operations serving the worldwide
dealer van channel. The Commercial and Industrial Group consists of the
business operations serving the worldwide non-dealer tool and equipment
products businesses. These two segments derive revenues primarily from the
sale of tools and equipment.

Snap-on evaluates the performance of its operating segments based on
segment net sales and operating earnings. Snap-on defines operating
earnings for segment reporting purposes as Net Sales less Cost of Goods
Sold and Operating Expenses, excluding restructuring and non-recurring
charges. Snap-on accounts for intersegment sales and transfers based
primarily on standard costs established between the segments. Snap-on
allocates shared service expenses to those segments that utilize the
services based on their percentage of revenues from external sources.
Restructuring and other non-recurring charges are not allocated to the
reportable segments. Had it been Snap-on's policy to allocate restructuring
and other non-recurring charges to its reportable segments, such charges of
$3.4 million for the thirteen weeks ended March 30, 2002, would have been
allocated to the segments as follows: Snap-on Dealer Group - $1.6 million
and Commercial and Industrial Group - $1.8 million. There were no
restructuring and other non-recurring charges for the thirteen weeks ended
March 31, 2001.

Neither Snap-on nor any of its segments depends on any single customer,
small group of customers or government for more than 10% of its sales.

Financial data by segment was as follows:

Thirteen Weeks Ended
------------------------
March 30,    March 31,
(Amounts in millions)                              2002         2001      
----------   ----------

Net sales from external customers:
Snap-on Dealer Group                             $   256.0    $   256.4
Commercial and Industrial Group                      254.0        271.0
---------    ---------
Total net sales                                  $   510.0    $   527.4
=========    =========

Intersegment sales:
Snap-on Dealer Group                             $      .1    $       -
Commercial and Industrial Group                       82.2         92.9
---------    ---------
Total intersegment sales                              82.3         92.9
Elimination of intersegment sales                    (82.3)       (92.9)
---------    ---------
Total consolidated intersegment sales            $       -    $       - 
=========    =========
14

SNAP-ON INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Thirteen Weeks Ended
------------------------
March 30,    March 31,
(Amounts in millions)                              2002         2001      
----------   ----------
Earnings:
Snap-on Dealer Group                             $    30.0    $    27.9
Commercial and Industrial Group                        7.8         13.3
---------    ---------
Segment operating earnings                            37.8         41.2
Net finance income                                     7.3         12.1
Restructuring and other non-recurring charges         (3.4)           -
Interest expense                                      (7.8)        (8.9)
Other income (expense) - net                           (.1)         1.9
---------    ---------
Earnings from continuing operations before 
income taxes                                    $    33.8    $    46.3
=========    =========

As of    
------------------------
March 30,   December 29,
(Amounts in millions)                              2002         2001  
----------   ------------
Assets:
Snap-on Dealer Group                             $   793.4    $   823.3
Commercial and Industrial Group                    1,130.3      1,120.6
---------    ---------
Total from reportable segments                     1,923.7      1,943.9
Financial Services                                    78.7         82.0
Elimination of intersegment receivables              (18.5)       (51.6)
---------    ---------
Total assets                                     $ 1,983.9    $ 1,974.3
=========    =========

15

SNAP-ON INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations

RESULTS OF OPERATIONS

Consolidated
------------

Net sales were $510.0 million in the first quarter of 2002, a 3.3% decline from
the $527.4 million in the prior-year period. A 2% sales increase in the U.S.
dealer business was more than offset by continued soft demand for equipment and
a decline in sales of tools in the commercial and industrial sector. Currency
translation had a negative impact of 2% on 2002 consolidated sales.

Net earnings, before the cumulative effect of a change in accounting principle,
were $21.7 million or $.37 per diluted share for the first quarter of 2002, as
compared with $29.4 million or $.51 per diluted share in 2001. The
quarter-over-quarter decrease in earnings is primarily due to the decline in net
finance income, lower sales volumes and non-recurring transition costs,
partially offset by a reduction in operating expenses as a result of
cost-cutting savings and the elimination of goodwill and certain other
intangible amortization related to the fiscal-year 2002 adoption of Statement of
Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets."

First quarter 2002 net earnings were $24.5 million or $.42 per diluted share,
compared with $26.9 million, or $.46 per diluted share in 2001. Snap-on's net
earnings for the first quarter of 2002 included a net gain of $2.8 million, or
$.05 per diluted share, for the cumulative effect of an accounting change
associated with Snap-on's adoption, on December 30, 2001, (the beginning of
Snap-on's fiscal 2002 year) of SFAS No. 142. Snap-on ceased amortizing goodwill
and certain other intangibles at the beginning of its 2002 fiscal year as
prescribed by this standard. Had SFAS No. 142 been in effect for the first
quarter of 2001, earnings from continuing operations would have been $0.56 per
diluted share. For more information on SFAS No. 142, refer to Note 2. In 2001,
Snap-on incurred a charge of $2.5 million, or $0.05 per diluted share, for the
cumulative effect of adopting SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." For more information on SFAS No. 133, refer
to Note 4.

Gross profit for the first quarter of 2002 was $235.7 million, down 3.3% from
$243.7 million in the prior-year period. As a percentage of sales, gross profit
margin was 46.2% for both periods. The year-over-year savings from restructuring
actions initiated in 2001, particularly in Europe, benefits from cost controls
and continuous improvements in manufacturing operations were more than offset by
lower production utilization, as a result of inventory reduction initiatives and
the lower sales, and from having sourcing platforms principally in strong
currency countries.

16

SNAP-ON INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Operating expenses for the first quarter of 2002 were $197.9 million, or 38.8%
of sales, as compared to $202.5 million, or 38.4%, in the prior-year period. The
$4.6 million improvement in year-over-year operating expenses includes $3.7
million for the elimination of goodwill and certain other intangible
amortization, as well as savings from the fiscal 2001 restructuring actions,
reduced discretionary spending and other cost-cutting initiatives. These
operating expense improvements were partially offset by a $2.6 million non-cash
charge for the write-down of a receivable related to the closure of auto service
centers associated with a major retailer's bankruptcy. Operating expenses for
the first quarter of 2002 were also adversely impacted by higher year-over-year
pension costs and increased costs related to the "More Feet on the Street"
dealer expansion program, as well as the unfavorable leverage from lower sales.

Segment Results
---------------

Snap-on Dealer Group

In the worldwide Snap-on Dealer Group segment, net sales for the first quarter
of 2002 of $256.0 million were essentially flat with the $256.4 million reported
in the prior year. A 2% increase in U.S. sales, particularly from higher sales
of tools and tool storage, was offset by a decline in non-U.S. dealer
operations, principally from unfavorable currency translations. A net increase
of 61 dealers in the United States, primarily reflecting the increasing use of
second vans by franchised U.S. dealers, contributed to the sales increase. The
sale of big-ticket items through the U.S. tech rep organization has stabilized
compared with the prior year. In dollar terms, dealer operations outside the
United States declined 7%, principally from currency translation.

Segment earnings increased 7.4% to $30.0 million in the first quarter of 2002,
as compared to the prior-year period of $27.9 million. Segment earnings as a
percentage of net sales improved to 11.7%, up from 10.9% in the prior-year
period. Productivity savings and tight control on discretionary spending offset
higher costs associated with Snap-on's "More Feet on the Street" program.

Commercial and Industrial Group

In the Commercial and Industrial Group segment, net sales for the first quarter
decreased 6.3% over the prior-year period to $254.0 million, reflecting the weak
demand for big-ticket capital goods equipment and industrial tools and a
negative 3% impact from unfavorable currency translation. Sales of professional
tools in the European and U.S. industrial and commercial marketplace declined
5%, reflecting the continued softness in many industry sectors, such as
automotive, electronics and aerospace. The diagnostics and information business
increased 2%, primarily reflecting the continued growth in information-based
products, while equipment sales declined 16%.

17

SNAP-ON INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Segment earnings in the Commercial and Industrial Group were $7.8 million in the
first quarter of 2002, as compared to $13.3 million in the prior-year period.
Savings from restructuring actions, particularly in European operations, and the
discontinuance of goodwill amortization and certain other intangible assets,
were more than offset by the $2.6 million non-cash special charge for the
receivable write-off and from the unfavorable operating leverage related to
lower sales and inventory reduction, the effect of having manufacturing
operations based in strong currency countries, and continued high investment
spending on new product research and development activities.

Restructuring and Non-Recurring Charges
---------------------------------------

Snap-on announced in the second quarter of 2001 that it was taking significant
action to (i) reduce costs companywide to adjust to the slower sales environment
and (ii) improve operational performance in businesses not earning acceptable
financial returns. As a result of selective rationalization and consolidation
actions, Snap-on recorded $62.0 million in pretax restructuring and other
non-recurring charges in 2001 for actions that include the consolidation or
closure of 35 facilities, asset write-downs and severance costs to effect a 6%
reduction in workforce. The $62.0 million charge includes restructuring charges
of $40.3 million and non-recurring charges of $21.7 million. The restructuring
charge of $40.3 million includes $27.1 million for severance costs associated
with the planned elimination of 796 salaried and hourly positions, $6.0 million
for non-cancelable lease agreements, $5.9 million for facility asset
write-downs, and $1.3 million for exit-related legal and professional services.
The $21.7 million of other non-recurring charges includes $12.6 million for
restructuring-related inventory write-downs and additional inventory write-downs
and warranty costs associated with Snap-on's exiting of an unprofitable segment
of the emissions-testing business, $8.4 million for management transition costs
associated with the appointment of Dale F. Elliott as successor to the CEO
position, and $.7 million for equipment and employee relocation costs associated
with the facility consolidations.

Snap-on expects to incur an estimated $7 million to $8 million in
restructuring-related transition costs in the first half of 2002 for the
completion of its 2001 restructuring and other activities. Transition costs do
not qualify for restructuring accrual treatment and are therefore expensed when
incurred.

In the first quarter of 2002, Snap-on recorded transition charges of $3.4
million, consisting of $3.0 million for costs related to the 2002 resignation of
Snap-on's former CFO and $.4 million for restructuring-related transition costs
for employee and equipment relocation.

The composition of Snap-on's restructuring charge activity for the thirteen
weeks ended March 30, 2002, was as follows:

Restructuring Reserve             Restructuring Reserve
As of December 29, 2001   Usage    as of March 30, 2002 
-----------------------   -----    ---------------------
(Amounts in millions)

Severance costs                       $21.1              $(7.4)            $13.7
Facility consolidation
or closure costs                      2.0                (.3)              1.7
-----              -----             -----
Total restructuring reserves          $23.1              $(7.7)            $15.4
=====              =====             =====

18

SNAP-ON INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

The restructuring reserve usage for the thirteen weeks ended March 30, 2002, of
$7.7 million represents $7.4 million for severance payments related to the
separation of 176 employees and $.3 million for facility consolidation or
closure costs. Of the $40.3 million of restructuring reserves established in
2001, $24.9 million has been used to date, consisting of $13.4 million for
severance payments related to the separation of 448 of the 796 identified
employees, $5.6 million for facility consolidation or closure costs related to
20 of the 35 facilities identified, and $5.9 million for asset write-downs.
Snap-on expects to fund cash requirements of its 2001 restructuring activities
with cash flows from operations and borrowings under the company's existing
credit facilities. The specific restructuring measures and estimated costs were
based on management's best business judgment under prevailing circumstances.
Snap-on believes that the restructuring reserve balance of $15.4 million as of
March 30, 2002, is adequate to complete all announced activities and anticipates
that all actions will be completed by the end of 2002.

Other
-----

Net finance income was $7.3 million in the first quarter of 2002, down $4.8
million from $12.1 million in the prior-year period. Although credit
originations increased year over year, reflecting the growth in the U.S. dealer
business, the prior-year results benefited from a highly favorable interest-rate
environment.

Interest expense decreased $1.1 million to $7.8 million in the first quarter of
2002 from $8.9 million in the first quarter of 2001. The decline is due to lower
debt levels resulting from improved free cash flow during the past year and from
lower interest rates relative to a year ago.

Other income (expense)-net was an expense of $.1 million for the first quarter
compared to income of $1.9 million in the comparable 2001 period. This line item
includes the impact of all non-operating items such as interest income, license
fees, adjustment for minority interests, disposal of fixed assets, hedging and
exchange rate transaction gains and losses, and other miscellaneous
non-operating items.

Snap-on's effective income tax rate was 36.0% in the first quarter of 2002 and
36.5% in the first quarter of 2001.

FINANCIAL CONDITION

Cash and cash equivalents were $5.4 million at the end of the first quarter,
down $1.3 million from $6.7 million at year-end 2001. Net cash provided by
operating activities was $5.4 million in the first quarter of 2002, compared
with $10.9 million in the prior year. The year-over-year decline in net cash
provided by operating activities is due to a $44.0 million payment ($39.0
million after tax) for the December 2001 resolution of an arbitration matter,
largely offset by improvements in working capital management. Working capital
was $621.2 million at the end of first quarter of 2002, an increase of $31.2
million from $590.0 million at year-end 2001, and a decrease of $39.5 million
from $660.7 million in the first quarter of 2001.

19

SNAP-ON INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

The total-debt-to-total-capital ratio at the end of the first quarter of 2002
was 38.3%, as compared to 39.6% in the prior-year period, and 38.0% at year-end
2001. Total short-term and long-term debt was $488.2 million at the end of the
first quarter of 2002, down $58.6 million from $546.8 million at the end of the
first quarter of 2001. Despite the $44.0 million payment in 2002 for the
resolution of the arbitration matter, total first-quarter debt was up only $13.6
million from year-end 2001. Total capital was $1,273.9 million, down $106.6
million from $1,380.5 million in the prior-year period, and up $23.5 million
from year-end 2001.

At March 30, 2002, Snap-on had $458 million of multi-currency revolving credit
facilities to support its commercial paper programs. In August 2001, Snap-on
issued $200 million of unsecured notes pursuant to a $300 million shelf
registration statement filed with the Securities and Exchange Commission in
1994. In October 1995, Snap-on issued $100 million of unsecured notes to the
public under this shelf registration statement. The August 2001 notes require
semiannual interest payments at the rate of 6.25% and mature in their entirety
on August 15, 2011. The October 1995 notes require semiannual interest payments
at a rate of 6.625% and mature in their entirety on October 1, 2005. The
proceeds from these issuances were used to repay a portion of Snap-on's
outstanding commercial paper and for working capital and general corporate
purposes.

Accounts receivable at the end of the first quarter were $633.1 million, up
$17.9 million from $615.2 million at year-end 2001, due to a slight increase in
days outstanding in certain markets.

Inventories were seasonally up $11.6 million to $386.8 million at the end of the
first quarter from $375.2 million at the end of 2001, but down $43.5 million
from a year ago, reflecting progress in Snap-on's efforts to reduce inventory
and increase inventory turns.

Capital expenditures were $13.9 million in the first quarter of 2002, compared
with $10.3 million in the comparable prior-year period. Investments primarily
included ongoing replacements and upgrades of manufacturing and distribution
facilities and equipment, restructuring-related and new product-related capital
investments. For the full-year, Snap-on anticipates 2002 capital expenditures
will be in the range of $50 million to $55 million. Full year capital
expenditures were $53.6 million in 2001.

Snap-on believes that its sources of borrowings, coupled with cash from
operations, are sufficient to support its working capital requirements, finance
capital expenditures and restructuring activities, make acquisitions, repurchase
common stock and pay dividends.

Share repurchase: Snap-on has undertaken stock repurchases from time to time to
prevent dilution created by shares issued for employee and dealer stock purchase
plans, stock options, and other corporate purposes, as well as to repurchase
shares when market conditions are favorable. During the first quarter of 2002,
Snap-on repurchased 100,000 shares of common stock for $3.2 million under its
previously announced share repurchase programs. As of the end of the first
quarter of 2002, Snap-on has remaining availability to repurchase up to an
additional $138 million in common stock pursuant to the board's authorizations.
The purchase of Snap-on common stock is at the company's discretion, subject to
prevailing financial and market conditions. Since 1995, Snap-on has repurchased
10,089,583 shares for $311.5 million.

20

SNAP-ON INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Outlook: Snap-on remains cautious about the expected market recovery. Even so,
with savings from its cost-cutting initiatives, the company expects to realize
both sequential and year-over-year improvements in profitability in the second
quarter. Based on flat sales year over year, Snap-on expects to earn $.49 to
$.54 per share in the second quarter, while continuing to invest in its growth
initiatives for the longer term. Snap-on also expects to incur charges of
approximately $4 million for the remaining transition costs related to its
previously announced restructuring actions. For the balance of the year, Snap-on
expects to achieve its targeted $40 million in savings, with approximately
one-half of these savings to be reinvested to support increased development of
innovative new products and initiatives for profitable growth.

CRITICAL ACCOUNTING POLICIES

The consolidated financial statements and related notes contain information that
is pertinent to management's discussion and analysis. The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

In December 2001, the Securities and Exchange Commission issued Financial
Reporting Release No. 60 ("FRR 60"), "Cautionary Advice Regarding Disclosure
About Critical Accounting Policies," suggesting that companies provide
additional disclosure and commentary on those accounting policies considered
most critical in their Management's Discussion and Analysis of Financial
Condition and Results of Operations. The FRR 60 considers an accounting policy
to be critical if it is important to the company's financial condition and
results of operations and requires significant judgment and estimates on the
part of management in its application.

Snap-on believes that the following represent the critical accounting policies
of the company:

Allowance for Doubtful Accounts: Snap-on's bad debt reserve is an estimate that
is regularly evaluated by management for adequacy and is established through a
charge to operating expenses. The evaluations take into consideration various
financial and qualitative factors that may affect the customers' ability to pay.
These factors may include the customers' financial condition, collateral,
debt-servicing capacity, past payment experience and credit bureau information.
Snap-on regularly reviews the estimation process and adjusts the reserves as
appropriate. It is possible, however, that the accuracy of Snap-on's estimation
process could be adversely impacted if the financial condition of its customers
were to deteriorate.

21

SNAP-ON INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Inventory Reserves: Snap-on's inventories consist of manufactured products and
merchandise for resale and are stated at the lower of cost or market.
Manufactured products include the costs of materials, labor and manufacturing
overhead. Inventories accounted for using the first-in, first-out (FIFO) method
approximated 65% and 63% of total inventory as of year-end 2001 and 2000. All
other inventories are generally determined using the last-in, first-out (LIFO)
cost method. Snap-on values its inventory at the lower of cost or market, and
regularly reviews the book value of discontinued product lines and stock keeping
units (SKUs) to determine if these items are properly valued. If market value is
less than cost, the company establishes inventory reserves to write down the
related inventory to the lower of market or net realizable value. Snap-on
regularly evaluates the composition of its inventory to determine slow-moving
and obsolete inventories to determine if additional reserves are required.
Changes in consumer purchasing patterns, however, could result in the need for
additional reserves.

Pension and Other Postretirement Benefits: Snap-on has significant pension and
postretirement benefit liabilities and costs that are developed from actuarial
valuations. Inherent in these valuations are key assumption including discount
rates, expected return on plan assets and medical trend rates. Changes in these
assumptions are primarily influenced by factors outside of Snap-on's control and
can have a significant effect on the amounts reported in the financial
statements.

Commitments and Contingencies: Snap-on is subject to lawsuits and other claims
related to product and other matters that are being defended and handled in the
ordinary course of business. Snap-on maintains reserves for such costs that may
be incurred, which are determined on a case by case basis, taking into
consideration the likelihood of adverse judgments or outcomes, as well as the
potential range of probable loss. The reserves are monitored on an ongoing basis
and are updated for new developments or new information as appropriate.

Valuation of long-lived assets: Snap-on periodically evaluates its long-lived
assets, including goodwill and other intangible assets, for potential
impairment. If impairment exists, an impairment loss is recognized and the
carrying amount of the asset is adjusted to its new accounting basis. Judgments
regarding the existence of impairment are based on legal factors, market
conditions and operational performance. Future events could cause Snap-on to
conclude that impairment exists. Snap-on uses the discounted cash flows method
to determine if impairment exists. This requires management to make estimates
and assumptions regarding future income, working capital and discount rates,
which affect the impairment calculation.

22

Safe Harbor: Statements in this document that are not historical facts,
including statements (i) that include the words "expects," "targets,"
"believes," "anticipates," or "estimates" or similar words that reference
Snap-on or its management; (ii) specifically identified as forward-looking; or
(iii) describing Snap-on's or management's future outlook, plans, objectives or
goals, are forward-looking statements. Snap-on or its representatives may also
make similar forward-looking statements from time to time orally or in writing.
Snap-on cautions the reader that these statements are subject to risks,
uncertainties or other factors that could cause (and in some cases have caused)
actual results to differ materially from those described in any such statement.
Some of those factors are discussed below, as well as elsewhere in this
document, and in Snap-on's Securities and Exchange Commission filings. Those
important factors include the validity of the assumptions set forth above and
the timing and progress with which Snap-on can continue to achieve further cost
reductions and achieve savings from its restructuring initiatives; Snap-on's
ability to retain and attract dealers and to withstand external negative factors
including terrorist disruptions on business; consequences of a potential change
in public accounting firms; changes in trade, monetary and fiscal policies, laws
and regulations, or other activities of governments or their agencies; and the
absence of significant changes in the current competitive environment,
inflation, energy supply or pricing, legal proceedings, supplier disruptions,
currency fluctuations or the material worsening of credit markets, economic
conditions and political situations around the world. These factors may not
constitute all factors that could cause actual results to differ materially from
those discussed in any forward-looking statement. Snap-on operates in a
continually changing business environment and new factors emerge from time to
time. Snap-on cannot predict such factors nor can it assess the impact, if any,
of such factors on Snap-on's financial position or its results of operations.
Accordingly, forward-looking statements should not be relied upon as a
prediction of actual results. Snap-on disclaims any responsibility to update any
forward-looking statement provided in this document.

23

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Market, Credit and Economic Risks
---------------------------------

Market risk is the potential economic loss that may result from adverse changes
in the fair value of financial instruments. Snap-on is exposed to market risk
from changes in both foreign currency exchange rates and interest rates. Snap-on
monitors its exposure to these risks and manages the underlying economic
exposures through the use of financial instruments such as forward exchange
contracts and interest rate swap agreements. Snap-on does not use derivative
instruments for speculative or trading purposes. Snap-on's broad-based business
activities help to reduce the impact that volatility in any particular area or
related areas may have on its operating earnings as a whole. Snap-on's
management takes an active role in the risk management process and has developed
policies and procedures that require specific administrative and business
functions to assist in the identification, assessment and control of various
risks.

FOREIGN CURRENCY RISK MANAGEMENT: Snap-on has significant international
operations. Foreign exchange risk exists to the extent that Snap-on has payment
obligations or receipts denominated in currencies other than the functional
currency. To manage these exposures, Snap-on identifies naturally offsetting
positions and then purchases hedging instruments to protect the residual net
anticipated exposures. For additional information, refer to Note 4.

INTEREST RATE RISK MANAGEMENT: Snap-on's interest rate risk management policies
are designed to reduce the potential volatility of earnings that could arise
from changes in interest rates. Through the use of interest rate swaps, Snap-on
aims to stabilize funding costs by managing the exposure created by the
differing maturities and interest rate structures of Snap-on's assets and
liabilities. For additional information, refer to Note 4.

Snap-on utilizes a Value-at-Risk ("VAR") model to determine the potential
one-day loss in the fair value of its interest rate and foreign
exchange-sensitive financial instruments from adverse changes in market factors.
The VAR model estimates were made assuming normal market conditions and a 95%
confidence level. Snap-on's computations are based on the inter-relationships
among movements in various currencies and interest rates (variance/co-variance
technique). These inter-relationships were determined by observing interest rate
and foreign currency market changes over the preceding quarter.

The estimated maximum potential one-day loss in fair value, calculated using the
VAR model, at March 30, 2002, was $.6 million on interest rate-sensitive
financial instruments and $2.5 million on foreign currency-sensitive financial
instruments. The VAR model is a risk management tool and does not purport to
represent actual losses in fair value that will be incurred by Snap-on, nor does
it consider the potential effect of favorable changes in market factors.

24

Item 3: Quantitative and Qualitative Disclosures About Market Risk (continued)

CREDIT RISK: Credit risk is the possibility of loss from a customer's failure to
make payments according to contract terms. Prior to granting a loan, each
customer is evaluated, taking into consideration the borrower's financial
condition, collateral, debt-servicing capacity, past payment experience, credit
bureau information and numerous other financial and qualitative factors that may
affect the borrower's ability to repay. Specific credit reviews and standard
industry credit scoring models are used in performing this evaluation. Loans
that have been granted are typically monitored through an asset-quality-review
process that closely monitors past due accounts and initiates collection actions
when appropriate. In addition to credit risk exposure from its on-balance-sheet
receivables, Snap-on also has credit risk exposure for certain loan originations
with recourse provisions from the LLC. At March 30, 2002, $43.2 million of loans
originated by the LLC have a recourse provision to Snap-on if the receivables
become more than 90 days past due. In addition, there were $26.1 million of
dealers' customer-originated loans that have a primary recourse provision
directly to the dealer, with secondary recourse to Snap-on in the event of
dealer default.

ECONOMIC RISK: Economic risk is the possibility of loss resulting from economic
instability in certain areas of the world. Economic instability from time to
time may cause Snap-on to react to such market conditions. The economic
uncertainty in Argentina prompted Snap-on to resize its operations there in
2001, shifting a portion of its manufacturing to other existing Snap-on
facilities. The Bahco Argentina facility will continue to operate with about
one-half of its previous workforce, manufacturing product at a level to support
its local market. Snap-on will continue to assess Argentina's economic situation
to determine if any future actions or impairment write-downs are warranted.

As a result of the above market, credit and economic risks, net income and
revenues in any particular period may not be representative of full-year results
and may vary significantly from year to year and from quarter to quarter.

25

PART II. OTHER INFORMATION

Item 6:  Exhibits and Reports on Form 8-K

Item 6(a):  Exhibits

(10)(a)   Amended and Restated Snap-on Incorporated 1986 Incentive Stock
Program.

(10)(b)   Amended and Restated Snap-on Incorporated 2001 Incentive Stock and
Awards Plan.

(10)(c)   Form of Restated Senior Officer Agreement between the Corporation and
each of Dale F. Elliott, Alan T. Biland, Sharon M. Brady, Susan F.
Marrinan and Michael F. Montemurro.

(10)(d)   Form of Restated Executive Agreement between the Corporation and each
of Richard V. Caskey, Jeffrey N. Eggert, Gary S. Henning, Nicholas L.
Loffredo, Denis J. Loverine, Blaine A. Metzger and William H. Pfund.

(10)(e)   Amended and Restated Snap-on Incorporated Directors' 1993 Fee Plan.

(10)(f)   Snap-on Incorporated Supplemental Retirement Plan for Officers.

(10)(g)   Form of Split-Dollar Insurance Plan Agreement between the Corporation
and each of Dale F. Elliott, Alan T. Biland, Sharon M. Brady and
Michael F. Montemurro.

(10)(h)   Snap-on Incorporated 2002 Executive Management Incentive Program.

(10)(i)   Snap-on Incorporated 2002 Executive Qualitative Incentive Program.

(12)      Computation of Ratio of Earnings to Fixed Charges

Item 6(b):  Reports on Form 8-K Filed During the Reporting Period

During the first quarter of 2002, Snap-on reported on Form 8-K the following:

Date Filed          Date of Report      Item
----------          --------------      ----
January 4, 2002     December 28, 2001   Item 5. Snap-on filed a press release
announcing the conclusion of the 
arbitration with SPX Corporation.

26

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Snap-on
Incorporated has duly caused this report to be signed on its behalf by the
undersigned duly authorized person.

SNAP-ON INCORPORATED

Date:  May 8, 2002              /s/ Blaine A. Metzger 
---------------          -----------------------------------------------
Blaine A. Metzger, Principal Accounting Officer,
Vice President and Controller

27

Exhibit 10(a)

AMENDED AND RESTATED
SNAP-ON INCORPORATED
1986 INCENTIVE STOCK PROGRAM
(As Amended through January 25, 2002)

1. Purpose. The purpose of the Amended and Restated Snap-on Incorporated
1986 Incentive Stock Program (the "Program") is to attract and retain
outstanding people as officers and key employees of Snap-on Incorporated (the
"Company") and its subsidiaries and entities of which at least 20% of the equity
interest is held directly or indirectly by the Company (together, "Affiliates")
and to furnish incentives to such persons by providing such persons
opportunities to acquire shares ("Shares") of the Company's common stock
("Common Stock"), or monetary payments based on the value of such Common Stock
or the financial performance of the Company, or both, on terms as herein
provided.

2. Administration. The Program will be administered by a committee (the
"Committee") of the Board of Directors of the Company (the "Board") composed of
not less than two Directors, each of whom shall qualify as a "disinterested
person" for purposes of Rule 16b-3 ("Rule 16b-3") under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and as an "outside director" under
Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the
"Code") (or any successor provision thereto); provided, however, that from and
after such time as Rule 16b-3 as adopted in Securities and Exchange Commission
Release No. 34-37260 applies to the Company, members of the Board serving on the
Committee shall no longer need to be a "disinterested person" but instead must
qualify as a "Non-Employee Director" within the meaning of Rule 16b-3. To the
extent permitted by applicable law, the Board may, in its discretion, delegate
to another committee of the Board or to one or more senior officers of the
Company any or all of the authority and responsibility of the Committee with
respect to Benefits (as defined below) to Participants other than Participants
who are subject to the provisions of Section 16 of the Exchange Act ("Section 16
Participants") at the time any such delegated authority or responsibility is
exercised. The Board also may, in its discretion, delegate to another committee
of the Board consisting entirely of Non-Employee Directors any or all of the
authority and responsibility of the Committee with respect to Benefits to
Section 16 participants and other Participants. To the extent that the Board has
delegated to such other committee or one or more officers the authority and
responsibility of the Committee, all references to the Committee herein shall
include such other committee or one or more officers. The Committee shall
interpret the Program, prescribe, amend and rescind rules and regulations
relating thereto and make all other determinations necessary or advisable for
the administration of the Program. A majority of the members of the Committee
shall constitute a quorum and all determinations of the Committee shall be made
by a majority of its members. Any determination of the Committee under the
Program may be made without notice or meeting of the Committee by a writing
signed by a majority of the Committee members.

3. Participants. Participants in the Program ("Participants") will consist
of such

1

Exhibit 10(a)
officers or other key employees of the Company and its Affiliates as the
Committee in its sole discretion may designate from time to time to receive
benefits described in Section 4 hereof ("Benefits"). The Committee's designation
of a Participant in any year shall not require the Committee to designate such
person to receive a Benefit in any other year. The Committee shall consider such
factors as it deems pertinent in selecting Participants and in determining the
type and amount of their respective Benefits, including without limitation (i)
the financial condition of the Company; (ii) anticipated profits for the current
or future years; (iii) contributions of Participants to the profitability and
development of the Company; and (iv) other compensation provided to
Participants.

4. Types of Benefits.

(a) The Committee shall have full power and authority to (i) determine
the type or types of Benefits to be granted to each Participant under the
Program; (ii) determine the number of Shares and/or monetary payments to be
covered by (or with respect to which payments, rights or other matters are
to be calculated in connection with) Benefits granted to Participants; and
(iii) determine any terms and conditions of any Benefit granted to a
Participant, subject in each case only to express requirements of the
Program. Benefits under the Program may be granted in any one or a
combination of (A) incentive stock options granted under Section 6 hereof
and intended to meet the requirements of Section 422 of the Code (or any
successor provision thereto) ("Incentive Stock Options"); (B) options
granted under Section 7 hereof not intended to be Incentive Stock Options
("Non-Qualified Stock Options"); (C) stock appreciation rights granted
pursuant to Section 9 hereof ("Stock Appreciation Rights"); (D) Shares
granted under Section 10 hereof to be held subject to certain restrictions
("Restricted Stock") and Bonus Shares (are defined in Section 11) delivered
pursuant to Section 11; (E) Shares granted under Section 12 hereof
("Performance Shares"); and (F) monetary units granted under Section 13
hereof ("Performance Units"). For purposes hereof, Incentive Stock Options
and Non-Qualified Stock Options shall be hereinafter referred to
collectively as "Options". Benefits under the Program may be granted either
alone or in addition to, in tandem with, or in substitution for any other
Benefit or any other award or benefit granted under any other plan of the
Company or any Affiliate. Benefits granted in addition to or in tandem with
other awards or benefits may be granted either at the same time as or at
different times from grants of such other Benefits or other awards.

(b) Each member of the Board (a "Director") who is not also an
employee of the Company shall receive Director Options (as defined in
Section 14) under the Program as provided in Section 14.

(c) As used in the Plan, the term "Award" shall mean any Benefit or
Director Option granted under the Program.

5. Shares Reserved under the Program.

2

Exhibit 10(a) (a) There is hereby reserved for issuance under the
Program after the Effective Date (as defined below) an aggregate of Six
Million (6,000,000) Shares, consisting of Shares (i) newly authorized
effective upon approval of this Program, as amended and restated, by the
Company's shareholders at a meeting duly called and held (the "Effective
Date"), (ii) previously reserved for issuance under the Program as to which
Benefits could be awarded under this Program immediately prior to the
Effective Date and (iii) subject to awards of Benefits that are outstanding
immediately prior to the Effective Date. Not more than 300,000 Shares
reserved for issuance under the Program after the Effective Date may be
issued as Restricted Stock.

(b) If there is a lapse, expiration, termination or cancellation of
any Award granted hereunder without the issuance of Shares or payment of
cash thereunder, if Shares are issued under any Award and thereafter are
reacquired by the Company pursuant to rights reserved upon the issuance
thereof, or if previously owned Shares are delivered to the Company in
payment of the exercise price of an Award, then the Shares subject to,
reserved for or delivered in payment in respect of such Award may again be
used for new Options or other Awards of any sort authorized under this
Program.

(c) No Participant shall be granted Benefits under the Program that
could result in such Participant (i) receiving in any single fiscal year of
the Company Options for, and/or Stock Appreciation Rights with respect to,
more than 450,000 Shares, (ii) receiving Benefits in any single fiscal year
of the Company relating to more than 225,000 Shares of Restricted Stock,
(iii) receiving more than 225,000 Performance Shares in respect of any
period designated under Section 12 or (iv) receiving Performance Units
exceeding $1,000,000 in value in respect of any period designated under
Section 13. Such number of Shares as specified in the preceding sentence
shall be subject to adjustment in accordance with the terms of Section
18(a) hereof. In all cases, determinations under this Section 5 shall be
made in a manner that is consistent with the exemption for
performance-based compensation provided by Section 162(m) of the Code (or
any successor provision thereto) and any regulations promulgated
thereunder.

6. Incentive Stock Options. Incentive Stock Options will be exercisable at
purchase prices of not less than One Hundred percent (100%) of the fair market
value of the Shares on the date of grant, as such fair market value is
determined by such methods or procedures as shall be established from time to
time by the Committee ("Fair Market Value"). Incentive Stock Options will be
exercisable over not more than ten (10) years after date of grant and shall
terminate not later than three (3) months after termination of employment for
any reason other than death, except as otherwise provided by the Committee. If
the Participant should die while employed or within three (3) months after
termination of employment, then the right of the Participant's successor in
interest to exercise an Incentive Stock Option shall terminate not later than
twelve (12) months after the date of death, except as otherwise provided by the
Committee. In all other respects, the terms of any Incentive Stock Option
granted under the Program shall comply with the provisions of Section 422 of the
Code (or any successor provision thereto) and any regulations promulgated
thereunder.

3

Exhibit 10(a)
7. Non-Qualified Stock Options. Non-Qualified Stock Options will be
exercisable at purchase prices of not less than One Hundred percent (100%) of
the Fair Market Value of the Shares on the date of grant. Non-Qualified Stock
Options will be exercisable as determined by the Committee over not more than
fifteen (15) years after the date of grant and shall terminate six (6) months
after termination of employment for any reason other than death, except that,
subject to the maximum term of fifteen (15) years, (a) in connection with the
termination of a Participant's employment in a manner that entitles the
Participant immediately to receive the payment of benefits under any defined
benefit retirement plan of the Company or any of its Affiliates ("Retirement"),
a Non-Qualified Stock Option shall terminate three (3) years after Retirement
and (b) the Committee may provide otherwise in connection with any termination
of employment, including Retirement. If the Participant should die while
employed or within any period after termination of employment during which the
Non-Qualified Stock Option was exercisable, then, subject to the maximum term of
fifteen (15) years, the right of the Participant's successor in interest to
exercise a Non-Qualified Stock Option shall terminate not later than twelve (12)
months after the date of death, except as otherwise provided by the Committee

8. Certain Replacement Options. Without in any way limiting the authority
of the Committee to make grants of Options to Participants hereunder, and in
order to induce Participants to retain ownership of Shares acquired upon the
exercise of Options, the Committee shall have the authority (but not an
obligation) to include within any agreement setting forth the terms of any
Options (or any amendment thereto) a provision entitling a Participant to
further Options ("Replacement Options") in the event the Participant exercises
any Options (including a Replacement Option) under the Program, in whole or in
part, by surrendering previously acquired Shares. Any such Replacement Options
shall (a) be Non-Qualified Stock Options under Section 7, exercisable at a
purchase price, unless otherwise determined by the Committee, of 100% of the
Fair Market Value of the Shares on the date the Replacement Options are granted,
(b) be for a number of Shares equal to the number of Shares surrendered, (c)
only become exercisable on the terms specified by the Committee in the event the
Participant holds, for a minimum period of time prescribed by the Committee, the
Shares the Participant acquired upon the exercise in connection with which the
Replacement Options were issued, and (d) be subject to such other terms and
conditions as the Committee may determine.

9. Stock Appreciation Rights. The Committee is hereby authorized to grant
Stock Appreciation Rights to Participants. Subject to the terms of the Program
and any applicable agreement with a Participant, a Stock Appreciation Right
granted under the Program shall confer on the holder thereof a right to receive,
upon exercise thereof, the excess of (a) the Fair Market Value of one Share
(determined on the date the Stock Appreciation Right is exercised) over (b) the
grant price of the Stock Appreciation Right as specified by the Committee, which
shall, unless otherwise determined by the Committee, be 100% of the Fair Market
Value of one Share (determined on the date of grant of the Stock Appreciation
Right). Subject to the terms of the Program, the grant price, term, calculation
of Fair Market Value, methods of exercise, methods of settlement (including
whether the Participant will be paid in cash, Shares, other securities, other
Benefits or other property, or 

4

Exhibit 10(a)
any combination thereof), and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee. The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it may deem appropriate.

10. Restricted Stock.

(a) The Committee is hereby authorized to issue Restricted Stock to
Participants, with or without payment therefor, as additional compensation,
or in lieu of other compensation, for their services to the Company and/or
any Affiliate. Restricted Stock shall be subject to such terms and
conditions as the Committee determines appropriate, including, without
limitation, restrictions on sale or other disposition and rights of the
Company to reacquire such Restricted Stock upon termination of the
Participant's employment within specified periods, as prescribed by the
Committee.

(b) Without limitation, such terms and conditions may provide that
Restricted Stock shall be subject to forfeiture if the Company or the
Participant fails to achieve certain goals established by the Committee
over a designated period of time. Any grant of Restricted Stock subject to
such terms and conditions to a Section 16 Participant shall be in writing.
The goals established by the Committee may relate to any one or more of the
following: revenues, earnings per share, return on shareholder equity,
return on average total capital employed, return on net assets employed
before interest and taxes, economic value added and/or, in the case of
Participants other than Section 16 Participants, such other goals as may be
established by the Committee in its discretion. In the event the minimum
goal established by the Committee is not achieved at the conclusion of a
period, all Shares of Restricted Stock shall be forfeited. In the event the
maximum goal is achieved, no Shares of Restricted Stock shall be forfeited.
Partial achievement of the maximum goal may result in forfeiture
corresponding to the degree of nonachievement to the extent specified in
writing by the Committee when the grant is made. The Committee shall
certify in writing as to the degree of achievement after completion of the
performance period.

11. Bonus Shares; Deposit Share Program. The Committee is authorized to
provide Participants the opportunity to elect to receive Shares in lieu of a
portion or all of cash bonuses under the Company's incentive compensation
programs and/or increases in base compensation ("Bonus Shares"). Bonus Shares
shall be issued in an amount equal to (a) the dollar amount of bonus or base
compensation a Participant elects to receive in Common Stock (subject to limits
prescribed by the Committee) divided by (b) the Fair Market Value of a Share (as
determined on the date the cash compensation to which the Bonus Shares relate
would otherwise be payable) and shall be subject to such terms and conditions as
the Committee deems appropriate, including, without limitation, restrictions on
withdrawal from the Deposit Share Program (as hereinafter defined), sale or
other disposition.

5

Exhibit 10(a)
The Committee may establish a program (the "Deposit Share Program") in
connection with the delivery of Bonus Shares under which (a) Participants
wishing to receive Restricted Stock in tandem with Bonus Shares shall deposit
Bonus Shares with the Company or such other designee of the Company and comply
with all rules relating to the Deposit Share Program as the Committee prescribes
and (b) the Company shall match any Bonus Shares a Participant has deposited
with the Company by depositing up to one (1) Share of Restricted Stock for each
Bonus Share deposited, as determined by the Committee. The Restricted Stock
deposited by the Company shall vest in accordance with such terms and conditions
as determined by the Committee.

Elections to receive Bonus Shares or to participate in the Deposit Share
Program may be made only in accordance with such rules and regulations
prescribed by the Committee from time to time, including any rules and
regulations applicable to Section 16 Participants.

12. Performance Shares. The Committee may grant Performance Shares that the
Participant may earn in whole or in part if the Company or the Participant
achieves certain goals established by the Committee over a designated period of
time consisting of one or more full fiscal years of the Company, but not in any
event more than five (5) years. Any such grant to a Section 16 Participant shall
be in writing. The goals established by the Committee may relate to any one or
more of the following: revenues, earnings per share, return on shareholder
equity, return on average total capital employed, return on net assets employed
before interest and taxes, economic value added and/or, in the case of
Participants other than Section 16 Participants, such other goals as may be
established by the Committee in its discretion. In the event the minimum goal
established by the Committee is not achieved at the conclusion of a period, no
delivery of Shares shall be made to the Participant. In the event the maximum
goal is achieved, One Hundred percent (100%) of the Performance Shares shall be
delivered to the Participant. Partial achievement of the maximum goal may result
in a delivery corresponding to the degree of achievement to the extent specified
in writing by the Committee when the grant is made. The Committee shall certify
in writing as to the degree of achievement after completion of the performance
period. The Committee shall have the discretion to satisfy an obligation to
deliver a Participant's Performance Shares by delivery of less than the number
of Shares earned together with a cash payment equal to the then Fair Market
Value of the Shares not delivered. The number of Shares reserved for issuance
under this Program shall be reduced only by the number of Shares delivered in
respect of earned Performance Shares. Subject to Section 18(c)(iii), at the time
of making an award of Performance Shares, the Committee shall set forth the
consequences of the termination of a Participant's employment with the Company
or an Affiliate prior to the expiration of the designated performance period in
respect of which the Performance Shares are awarded.

13. Performance Units. The Committee may grant Performance Units to a
Participant that consist of monetary units and that the Participant may earn in
whole or in part if the Company or the Participant achieves certain goals
established by the Committee over a designated period of time consisting of one
or more full fiscal years of the Company, but not in any event more than five
(5) years. Any such grant to a Section 16 Participant 

6

Exhibit 10(a)
shall be in writing. The goals established by the Committee may relate to any
one or more of the following: revenues, earnings per share, return on
shareholder equity, return on average total capital employed, return on net
assets employed before interest and taxes, economic value added, Share price
and/or, in the case of Participants other than Section 16 Participants, such
other goals as may be established by the Committee in its discretion. In the
event the minimum goal established by the Committee is not achieved at the
conclusion of a period, no payment shall be made to the Participant. In the
event the maximum goal is achieved, One Hundred percent (100%) of the monetary
value of the Performance Units shall be paid to the Participant. Partial
achievement of the maximum goals may result in a payment corresponding to the
degree of achievement to the extent specified in writing by the Committee when
the grant is made. The Committee shall certify in writing as to the degree of
achievement after completion of the performance period. Payment of a Performance
Unit earned may be in cash or in Shares or in a combination of both, as the
Committee in its sole discretion determines. The number of Shares reserved for
issuance under this Program shall be reduced only by the number of Shares
delivered in payment of Performance Units. Subject to Section 18(c)(iii), at the
time of making an award of Performance Units, the Committee shall set forth the
consequences of the termination of a Participant's employment with the Company
or an Affiliate prior to the expiration of the designated performance period in
respect of which the Performance Units are awarded.

14. Non-Employee Directors. Each Director who is not also an employee of
the Company (including members of the Committee) and who is a Director on the
date of the annual meeting of shareholders of the Company during the term of the
Program shall automatically be granted on each such meeting date a non-qualified
stock option for the purchase of 3,000 Shares ("Director Options") at a purchase
price equal to One Hundred percent (100%) of the Fair Market Value of the Shares
on the date each Director Option is granted, which shall be the closing price
for the Common Stock on such date as reported on the New York Stock Exchange.
Director Options shall be exercisable for ten (10) years from the date of grant
and shall terminate six (6) months after the non-employee Director ceases to
serve as a Director for any reason other than death, except that, subject to the
maximum term of ten (10) years, (a) as to any Director who, at the time the
Director ceases to serve as a Director, is at least age 65 or has completed six
(6) years of service, the Director Options held by the Director shall terminate
three (3) years after the Director ceases to serve as a Director and (b) the
Committee may amend such time limits. If the Director should die while serving
as a Director, or within any period after termination of his or her service as a
Director during which the Director Option was exercisable, then, subject to the
maximum term of ten (10) years, the right of his or her successor in interest to
exercise a Director Option shall terminate twelve (12) months after the date of
death. Non-employee Directors shall not be eligible for any Benefit under the
Program

15. Transferability. Each Award granted under this Program shall not be
transferable other than by will or the laws of descent and distribution, except
that a Participant or Director may, to the extent allowed by the Committee and
in a manner specified by the Committee, (a) designate in writing a beneficiary
to exercise the Award after the Participant's or Director's death, as the case
may be, and (b) transfer any Award.

7

Exhibit 10(a)
16. Term of Program and Amendment, Modification or Cancellation of
Benefits.

(a) No Award shall be granted more than ten (10) years after the
Effective Date.

(b) Except as provided in Section 19(a) below and subject to the
requirements of the Program, the Committee may modify or amend any Award or
waive any restrictions or conditions applicable to any Award or the
exercise thereof, and the terms and conditions applicable to any Awards may
at any time be amended, modified or canceled by mutual agreement between
the Committee and the Participant or Director or any other persons as may
then have an interest therein, so long as any amendment or modification
does not increase the number of Shares issuable under this Program. Action
may be taken under this Section 16(b) notwithstanding expiration of the
Program under Section 16(a).

17. Taxes. The Company shall be entitled to withhold the amount of any tax
attributable to any amount payable or Shares deliverable under the Program after
giving the person entitled to receive such amount or Shares notice as far in
advance as practicable, and the Company may defer making payment or delivery if
any such tax may be pending unless and until indemnified to its satisfaction.
The Committee may, in its discretion and subject to such rules as it may adopt,
permit a Participant to pay all or a portion of the federal, state and local
withholding taxes arising in connection with (a) the exercise of a Non-Qualified
Stock Option, (b) a disqualifying disposition of Common Stock received upon the
exercise of an Incentive Stock Option, (c) the lapse of restrictions on
Restricted Stock or (d) the receipt of Performance Shares, by electing to (i)
have the Company withhold Shares, (ii) tender back Shares received in connection
with such Benefit or (iii) deliver other previously owned Shares, having a Fair
Market Value equal to the amount to be withheld; provided, however, that the
amount to be withheld shall not exceed the Participant's estimated total
federal, state and local tax obligations associated with the transaction. The
election must be made on or before the date as of which the amount of tax to be
withheld is determined and otherwise as required by the Committee. The Fair
Market Value of fractional Shares remaining after payment of the withholding
taxes shall be paid to the Participant in cash.

The Committee may, in its discretion, grant a cash bonus to a Participant
who holds Restricted Stock, either inside or outside of the Deposit Share
Program, or Performance Shares to enable the Participant to pay all or a portion
of the federal, state or local tax liability incurred by the Participant upon
the vesting of Restricted Stock or Performance Shares. The Company shall deduct
from any cash bonus such amount as may be required for the purpose of satisfying
the Company's obligation to withhold federal, state or local taxes.

18. Adjustment Provisions; Change of Control.

(a) In the event of any Change in Capitalization, a proportionate
substitution or adjustment may be made in (i) the aggregate number and/or
kind of shares or other property reserved for issuance under the Plan and
(ii) the number, kind and/or purchase

8

Exhibit 10(a)
price of shares or other property to be delivered under the Plan, in each
case as may be determined by the Committee in its sole discretion. Such
other proportionate substitutions or adjustments may be made as shall be
determined by the Committee in its sole discretion. "Change in
Capitalization" means any increase, reduction, change or exchange of shares
of Common Stock for a different number or kind of shares or other
securities or property by reason of a reclassification, recapitalization,
merger, consolidation, reorganization, issuance of warrants or rights,
stock dividend, stock split or reverse stock split, combination or exchange
of shares, repurchase of shares, change in corporate structure or
otherwise; or any other corporate action, such as declaration of a special
dividend, that affects the capitalization of the Company.

(b) Notwithstanding any other provision of this Program, and without
affecting the number of Shares otherwise reserved or available hereunder,
the Committee may authorize the issuance or assumption of Benefits in
connection with any merger, consolidation, acquisition of property or
stock, or reorganization upon such terms and conditions as it may deem
appropriate.

(c) Change of Control. Except to the extent the Committee provides a
result more favorable to holders of Awards, upon the occurrence of a Change
of Control,

(i) all outstanding Options and Director Options shall vest
automatically and within ten days following the Change of Control, the
Company shall pay each holder of an Option or Director Option, in
exchange for the surrender of such Option or Director Option, an
amount equal to the excess, if any, of the per-Share Change of Control
Price over the per-Share purchase price of such Option or Director
Option, multiplied by the number of Shares covered by such Option or
Director Option, which amount shall be denominated in (A) such form of
consideration as the Participant would have received had the
Participant been the owner of record of such Shares at the time of
such Change of Control, in the case of a "Change of Control With
Consideration" or (B) cash, in the case of a "Change of Control
Without Consideration" (such relevant form, the "Denominated Form");

(ii) all outstanding Stock Appreciation Rights shall vest
automatically and within ten days following the Change of Control, the
Company shall pay each holder of a Stock Appreciation Right, in
exchange for the surrender of such Stock Appreciation Right, an amount
equal to the excess, if any, of the per-Share Change of Control Price
over the per-Share grant price of such Stock Appreciation Right,
multiplied by the number of Shares covered by such Stock Appreciation
Right, which amount shall be denominated in the Denominated Form
(provided, however, that if a Stock Appreciation Right has been
granted in tandem with an Option or Director Option, the holder
thereof shall receive payment with respect to either the Option or the
Stock Appreciation Right, but not both);

9

Exhibit 10(a)
(iii) the restrictions on Restricted Stock held inside or outside
the Deposit Share Program (including Bonus Shares) shall lapse and
within ten days following the Change of Control, the Company shall pay
each holder of a share of Restricted Stock, in exchange for the
surrender of such share of Restricted Stock, an amount equal to the
Change of Control Price of such share of Restricted Stock, which
amount shall be denominated in the Denominated Form;

(iv) within ten days following the Change of Control, the Company
shall pay each holder of a Performance Share and/or Performance Unit
for which the performance period has not expired, in exchange for the
surrender of such Performance Share or Performance Unit, an amount
equal to the product of the value of the Performance Share and/or
Performance Unit and a fraction, the numerator of which is the number
of whole months which have elapsed from the beginning of the
performance period to the date of the Change of Control and the
denominator of which is the number of whole months in the performance
period, which amount shall be paid in the Denominated Form;

(v) within ten days following the Change of Control, the Company
shall pay each holder of a Performance Share and/or Performance Unit
that has been earned but not yet paid, in exchange for the surrender
of such Performance Share and/or Performance Unit, an amount equal to
the value of such Performance Share and/or Performance Unit, which
amount shall be paid in the Denominated Form; and

(vi) within ten days following the Change of Control, the Company
shall pay to each holder of an Award with respect to which dividend
equivalents or similar amounts have been credited and not yet paid
pursuant to any other provision of this Section 18(c), a cash payment
equal to the value of such dividend equivalents or similar amounts.

For purposes of this Section 18(c), the "value" of a Performance Share
shall be equal to, and the "value" of a Performance Unit, the value of which is
equal to the Fair Market Value of one or more of the Shares, shall be based on,
the Change of Control Price.

For purposes of this Section 18(c), "Change of Control Price" shall mean
the higher of (i) the Fair Market Value of the Shares, as determined on the date
of the Change of Control; or (ii) the highest price per Share paid in the Change
of Control transaction.

For purposes of this Section 18(c), "Change of Control With Consideration"
shall mean a Change of Control in which Shares are exchanged or surrendered for
shares, cash or other property. "Change of Control Without Consideration" shall
mean a Change of Control pursuant to which Shares are not exchanged or
surrendered for shares, cash or other property.

(d) For purposes of this Plan, a "Change of Control" shall be deemed
to have occurred on the first to occur of any one of the events set forth
in the following

10

Exhibit 10(a)
paragraphs:

(i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities acquired
directly from the Company or its COC Affiliates) representing 25% or
more of either the then outstanding shares of common stock of the
Company or the combined voting power of the Company's then outstanding
voting securities, excluding any Person who becomes such a Beneficial
Owner in connection with a transaction described in clause (A) of
paragraph (iii) below; or

(ii) the following individuals cease for any reason to constitute
a majority of the number of directors then serving: individuals who,
on January 25, 2002, constitute the Board and any new director (other
than a director whose initial assumption of office is in connection
with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of
directors of the Company as such terms are used in Rule 14a-11 of
Regulation 14A under the Exchange Act) whose appointment or election
by the Board or nomination for election by the Company's shareholders
was approved or recommended by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors on
January 25, 2002 or whose appointment, election or nomination for
election was previously so approved or recommended; or

(iii) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any
other corporation, other than (A) a merger or consolidation which
would result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent thereof) at
least 60% of the combined voting power of the voting securities of the
Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (B) a merger or
consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
(not including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its COC Affiliates)
representing 25% or more of either the then outstanding shares of
common stock of the Company or the combined voting power of the
Company's then outstanding voting securities; or

(iv) the shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets (in one transaction or a
series of related transactions within any

11

Exhibit 10(a)
period of 24 consecutive months), other than a sale or disposition by
the Company of all or substantially all of the Company's assets to an
entity, at least 75% of the combined voting power of the voting
securities of which are owned by shareholders of the Company in
substantially the same proportions as their ownership of the Company
immediately prior to such sale.

Notwithstanding the foregoing, no "Change of Control" shall be deemed to have
occurred if there is consummated any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of the Company immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.

For purposes of this definition of Change of Control, "COC Affiliate" shall have
the meaning of "affiliate," as set forth in Rule 12b-2 promulgated under Section
12 of the Exchange Act; "Beneficial Owner" shall have the meaning set forth in
Rule 13d-3 under the Exchange Act; and "Person" shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof, except that such term shall not include (i) the Company or any of
its subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its COC Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (iv) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company or (v) any individual, entity or group which
is permitted to, and actually does, report its Beneficial Ownership on Schedule
13G (or any successor schedule); provided that if any such individual, entity or
group subsequently becomes required to or does report its Beneficial Ownership
on Schedule 13D (or any successor schedule), such individual, entity or group
shall be deemed to be a Person for purposes hereof on the first date on which
such individual, entity or group becomes required to or does so report
Beneficial Ownership of all of the voting securities of the Company Beneficially
Owned by it on such date.

(e) As of the Effective Date, any outstanding Benefit previously
granted under the Program shall be deemed amended to provide to the holder
of such Benefit rights corresponding to those described in paragraph (c) of
this Section 18 in the event of a change of control (as defined herein).

19. Amendment and Termination of the Program; Correction of Defects and
Omissions.

(a) The Board may at any time amend, alter, suspend, discontinue or
terminate the Program; provided, however, that the provisions of Section 14
of the Program shall not be amended more than once every six (6) months,
other than to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974, as amended, or the rules promulgated
thereunder; and provided further that shareholder approval of any amendment
of the Program shall also be obtained if otherwise required by (i) the
rules and/or regulations promulgated under Section 16 of the

12

Exhibit 10(a)
Exchange Act (in order for the Program to remain qualified under Rule
16b-3), (ii) the Code or any rules promulgated thereunder (in order to
allow for Incentive Stock Options to be granted under the Program or to
enable the Company to comply with the provisions of Section 162(m) of the
Code so that the Company can deduct compensation in excess of the
limitation set forth therein), or (iii) the listing requirements of the New
York Stock Exchange or any principal securities exchange or market on which
the Shares are then traded (in order to maintain the listing or quotation
of the Shares thereon). Termination of the Program shall not affect the
rights of Participants or Directors with respect to Awards previously
granted to them, and all unexpired Awards shall continue in force and
effect after termination of the Program except as they may lapse or be
terminated by their own terms and conditions.

(b) The Committee may correct any defect, supply any omission, or
reconcile any inconsistency in any Award or agreement covering an Award in
the manner and to the extent it shall deem desirable to carry the Program
into effect.

20. Miscellaneous. The grant of any Award under the Program may also be
subject to other provisions (whether or not applicable to the Benefit awarded to
any other Participant) as the Committee determines appropriate, including,
without limitation, provisions for (a) one or more means to enable Participants
or Directors to defer recognition of taxable income relating to Awards or cash
payments derived therefrom, which means may provide for a return to a
Participant or Director on amounts deferred as determined by the Committee
(provided that no such deferral means may result in an increase in the number of
Shares issuable hereunder); (b) the purchase of Common Stock under Options or
Director Options in installments; (c) the financing of the purchase of Common
Stock under Options or Director Options in the form of a promissory note issued
to the Company by a Participant or Director on such terms and conditions as the
Committee determines; (d) the payment of the purchase price of Options or
Director Options (i) by delivery of cash or other Shares or securities of the
Company having a then Fair Market Value equal to the purchase price of such
Shares or (ii) by delivery (including by fax) to the Company or its designated
agent of an executed irrevocable option exercise form together with irrevocable
instructions to a broker-dealer to sell or margin a sufficient portion of the
Shares and deliver the sale or margin loan proceeds directly to the Company to
pay for the exercise price; (e) restrictions on resale or other disposition; and
(f) compliance with federal or state securities laws and stock exchange
requirements. Notwithstanding the foregoing, to the extent required by Rule
16b-3, Director Options shall be automatic, and the amount and terms of such
Director Options shall be determined as provided in Section 14 of the Plan.

*****

13

Exhibit 10(b)

SNAP-ON INCORPORATED
2001 INCENTIVE STOCK AND AWARDS PLAN
(Amended and Restated as of January 25, 2002)

1. Purpose and Construction.

(a) Purpose. The Snap-on Incorporated 2001 Incentive Stock and Awards
Plan has two complementary purposes: (i) to attract and retain outstanding
people as officers, directors, employees, consultants and advisors and (ii)
to increase shareholder value. The Plan will provide participants
incentives to increase shareholder value by offering the opportunity to
acquire shares of the Company's common stock, receive monetary payments
based on the value of such common stock, or receive other incentive
compensation, on the potentially favorable terms that this Plan provides.

(b) Definitions. All capitalized terms used in this Plan have the
meanings given in Section 14.

2. Administration.

(a) Committee Administration. The Committee has full authority to
administer this Plan, including the authority to (i) interpret the
provisions of this Plan, (ii) prescribe, amend and rescind rules and
regulations relating to this Plan, (iii) correct any defect, supply any
omission, or reconcile any inconsistency in any Award or agreement covering
an Award in the manner and to the extent it deems desirable to carry this
Plan into effect, and (iv) make all other determinations necessary or
advisable for the administration of this Plan. A majority of the members of
the Committee will constitute a quorum, and a majority of the Committee's
members must make all determinations of the Committee. The Committee may
make any determination under this Plan without notice or meeting of the
Committee by a writing that a majority of the Committee members have
signed. All Committee determinations are final and binding.

(b) Delegation to Other Committees or Officers. To the extent
applicable law permits, the Board may delegate to another committee of the
Board or to one or more officers of the Company any or all of the authority
and responsibility of the Committee. However, no such delegation is
permitted with respect to individuals who are Section 16 Participants at
the time any such delegated authority or responsibility is exercised. The
Board also may delegate to another committee of the Board consisting
entirely of Non-Employee Directors any or all of the authority and
responsibility of the Committee with respect to individuals who are Section
16 Participants. If the Board has made such a delegation, then all
references to the Committee in this Plan include such other committee or
one or more officers to the extent of such delegation.

(c) No Liability. No member of the Committee, and no officer to whom a
delegation under subsection (b) has been made, will be liable for any act
done, or determination made, by the individual in good faith with respect
to the Plan or any Award. The Company will indemnify and hold harmless such
individual to the maximum extent that the law and the Company's bylaws
permit.

3. Eligibility. (a) The Committee may designate from time to time the
Participants to receive Awards under this Plan. The Committee's designation of a
Participant in any year will not require the Committee to designate such person
to receive an Award in any other year. The Committee may consider such factors
as it deems pertinent in selecting a Participant and in determining the types
and amounts of Awards. In making such selection and determination, factors the
Committee may consider include: (a) the Company's financial condition; (b)
anticipated profits for the current or future years; (c) the Participant's
contributions to the profitability and development of the Company; and (d) other
compensation provided to the Participant. Non-Employee Directors automatically
receive Options under Section 6(d), without action of the Committee, and are not
eligible to receive any other Awards.

4. Types of Awards.

(a) Discretionary Grants of Awards. Subject to the terms of this Plan,
the Committee has full power and authority to: (i) determine the type or
types of Awards to be granted to each Participant; (ii) determine the
number of Shares with respect to which an Award is granted to a
Participant, if applicable; and (iii) determine any terms and conditions of
any Award granted to a Participant. Awards under this Plan may be granted
either alone or in addition to, in tandem with, or in substitution for any
other Award (or any other award granted under another plan of the Company
or any Affiliate). Tandem Awards may be granted either at the same time as,
or at different times from, the grant of the other Awards (or awards) to
which they relate.

(b) Automatic Grants to Non-Employee Directors. Each Non-Employee
Director will automatically receive Options under this Plan as provided in
Section 6(d).

5. Shares Reserved under this Plan.

(a) Plan Reserve. An aggregate of 5,000,000 Shares are reserved for
issuance under this Plan. However, not more than 5,000,000 of the reserved
Shares may be issued pursuant to incentive stock options. The number of
Shares reserved for issuance under this Plan shall be reduced only by the
number of Shares delivered in payment or settlement of Awards. As to Awards
that are (i) Restricted Stock, (ii) Performance Shares, or (iii)
Performance Units that are paid in Shares or the value of which is based on
the Fair Market Value of Shares, the Company may not issue, or make

2

payments as to more than 1,000,000 Shares in the aggregate. The limitations
of this subsection are subject to adjustments as provided in Section 12.

(b) Replenishment of Shares Under this Plan. If an Award lapses,
expires, terminates or is cancelled without the issuance of Shares or
payment of cash under the Award, then the Shares subject to, reserved for
or delivered in payment in respect of such Award may again be used for new
Awards under this Plan as determined under subsection (a), including
issuance as Restricted Stock or pursuant to incentive stock options. If
Shares are issued under any Award and the Company subsequently reacquires
them pursuant to rights reserved upon the issuance of the Shares, or if
previously owned Shares are delivered to the Company in payment of the
exercise price of an Award, then the Shares subject to, reserved for or
delivered in payment in respect of such Award may again be used for new
Awards under this Plan as determined under subsection (a), including
issuance as Restricted Stock, but such shares may not be issued pursuant to
incentive stock options.

(c) Addition of Shares from Predecessor Plan. After the Effective Date
of this Plan, if any Shares subject to awards granted under the Amended and
Restated Snap-on Incorporated 1986 Incentive Stock Program would again
become available for new grants under the terms of such prior plan if the
prior plan were still in effect, then those Shares will be available for
the purpose of granting Awards under this Plan, thereby increasing the
Shares available under this Plan as determined under the first sentence of
subsection (a). Any such Shares will not be available for future awards
under the terms of the Amended and Restated Snap-on Incorporated 1986
Incentive Stock Program.

(d) Participant Limitations. Subject to adjustment as provided in
Section 12, no Participant may be granted Awards under this Plan that could
result in such Participant: (i) receiving in any single fiscal year of the
Company Options for more than 1,000,000 Shares, (ii) receiving Awards of
Restricted Stock in any single fiscal year of the Company relating to more
than 200,000 Shares, (iii) receiving Performance Shares in any single
fiscal year of the Company relating to more than 40,000 Shares; (iv)
receiving Awards of Performance Units in any single fiscal year of the
Company with a designated dollar value that exceeds $1,000,000 and/or
receiving Awards of Performance Units in any single fiscal year of the
Company, the value of which is based on the Fair Market Value of Shares,
relating to more than 40,000 Shares; or (v) receiving an annual incentive
award in any single fiscal year of the Company that is more than
$3,000,000. In all cases, determinations under this Section 5 should be
made in a manner that is consistent with the exemption for
performance-based compensation that Code Section 162(m) provides.

3

6. Options.

(a) Eligibility. The Committee may grant Options to any Participant it
selects. The Committee must specify whether the Option is an incentive
stock option or a nonqualified stock option, but only employees of the
Company or a Subsidiary may receive grants of incentive stock options.
Director Options are automatic grants as specified in subsection (d).

(b) Exercise Price. For each Option other than Director Options, the
Committee will establish the exercise price, which may not be less than the
Fair Market Value of the Shares subject to the Option as determined on the
date of grant.

(c) Terms and Conditions of Options. An option will be exercisable at
such times and subject to such conditions as the Committee specifies,
except that the Option must terminate no later than 10 years after the date
of grant. In all other respects, the terms of any incentive stock option
should comply with the provisions of Code section 422 except to the extent
the Committee determines otherwise.

(d) Terms and Conditions of Non-Employee Director Options. On the date
of each annual meeting of shareholders of the Company during the term of
this Plan, each Non-Employee Director (including members of the Committee)
will automatically be granted on such meeting date a nonqualified stock
option for the purchase of 3,000 Shares at a purchase price equal to the
Fair Market Value of the Shares on such date ("Director Options"). Each
Director Option will be immediately exercisable and, except as the
Committee may otherwise provide, will terminate upon the earliest of: (i)
10 years from the date of grant; (ii) if the Director is at least age 65 or
has completed six years of service, three years after the Director ceases
to serve on the Board for any reason other than death; (iii) if the
Director is not age 65 and has not completed six years of service, six
months after the Director ceases to serve on the Board for any reason other
than death of the Director; or (iv) 12 months after the date of death if
the Director should die while serving, or within any period after
termination of his or her service during which the Director Option was
exercisable. Non-Employee Directors will not be eligible for any other
Award under this Plan.

7. Performance and Stock Awards.

(a) Eligibility for Performance and Stock Awards. The Committee may
grant awards of Restricted Stock, Performance Shares or Performance Units
to Participants the Committee selects.

(b) Terms and Conditions. Each award of Restricted Stock, Performance
Shares or Performance Units may be subject to such terms and

4

conditions as the Committee determines appropriate, including, without
limitation, a condition that one or more Performance Goals be achieved for
the Participant to realize all or a portion of the benefit provided under
the Award. However, an award of Restricted Stock that requires the
achievement of Performance Goals must have a restriction period of at least
one year, and an award of Restricted Stock that is not subject to
Performance Goals must have a restriction period of at least three years.
Notwithstanding the foregoing, the Committee may provide that the
restrictions imposed on Restricted Stock are accelerated, and that all or a
portion of the Performance Goals subject to an Award are deemed achieved,
upon a Participant's death, disability or retirement. The Committee may
determine to pay Performance Units in cash, in Shares, or in a combination
of cash and Shares.

8. Annual Management Incentive Awards. The Committee may grant annual
incentive awards each year to such executive officers of the Company as it
selects. The Committee will determine all terms and conditions of the annual
incentive award. However, the Committee must require that payment of all or any
portion of the amount subject to the annual incentive award is contingent on the
achievement or partial achievement of one or more Performance Goals during the
period the Committee specifies. An annual incentive award must relate to a
period of at least one year except that, if the award is made at the time of
commencement of employment with the Company or on the occasion of a promotion,
then the award may relate to a period shorter than one year.

9. Transferability. Each Award granted under this Plan is not transferable
other than by will or the laws of descent and distribution, except that a
Participant or Non-Employee Director may, to the extent the Committee allows and
in a manner the Committee specifies: (a) designate in writing a beneficiary to
exercise the Award after the Participant's or Non-Employee Director's death; or
(b) transfer any award.

10. Termination and Amendment of Plan; Amendment, Modification or
Cancellation of Awards.

(a) Term of Plan. This Plan will terminate, and no Award may be
granted, more than ten (10) years after the Effective Date, unless the
Board earlier terminates this Plan pursuant to subsection (b).

(b) Termination and Amendment. The Board may amend, alter, suspend,
discontinue or terminate this Plan at any time, subject to the following
limitations:

(i) the provisions of Section 6(d) may not be amended more than
once every six (6) months other than to comport with changes in the
Code, the Employee Retirement Income Security Act of 1974, as amended,
or the rules promulgated thereunder;

(ii) shareholders must approve any amendment of this Plan if
required by: (A) the rules and/or regulations promulgated under

5

Section 16 of the Exchange Act (for this Plan to remain qualified
under Rule 16b-3), (B) the Code or any rules promulgated thereunder
(to allow for incentive stock options to be granted under this Plan or
to enable the Company to comply with the provisions of Section 162(m)
of the Code so that the Company can deduct compensation in excess of
the limitation set forth in that section), or (C) the listing
requirements of the New York Stock Exchange or any principal
securities exchange or market on which the Shares are then traded (to
maintain the listing or quotation of the Shares on that exchange); and

(iii) shareholders must approve any of the following Plan
amendments: (A) an amendment to materially increase any number of
Shares specified in Section 5(a) or 5(d) (except as permitted by
Section 12); (B) an amendment to shorten the restriction periods
specified in Section 7(b); or (C) an amendment to the provisions of
Section 10(e).

(c) Amendment, Modification or Cancellation of Awards. Except as
provided in subsection (e) and subject to the requirements of this Plan,
the Committee may modify or amend any Award or waive any restrictions or
conditions applicable to any Award or the exercise of the Award, and the
terms and conditions applicable to any Awards may at any time be amended,
modified or canceled by mutual agreement between the Committee and the
Participant or any other persons as may then have an interest in the
Agreement, so long as any amendment or modification does not increase the
number of Shares issuable under this Plan (except as permitted by Section
12).

(d) Survival of Committee Authority and Awards. Notwithstanding the
foregoing, the authority of the Committee to administer this Plan and
modify or amend an Award may extend beyond the date of this Plan's
termination. In addition, termination of this Plan will not affect the
rights of Participants or Non-Employee Directors with respect to Awards
previously granted to them, and all unexpired Awards will continue in force
and effect after termination of this Plan except as they may lapse or be
terminated by their own terms and conditions.

(e) Repricing Prohibited. Notwithstanding anything in this Plan to the
contrary, and except for the adjustments provided in Section 12, neither
the Committee nor any other person may decrease the exercise price for any
outstanding Option granted under this Plan after the date of grant nor
allow a Participant or Non-Employee Director to surrender an outstanding
Option granted under this Plan to the Company as consideration for the
grant of a new Option with a lower exercise price.

6

(f) Foreign Participation. To assure the viability of Awards granted
to Participants employed in foreign countries, the Committee may provide
for such special terms as it may consider necessary or appropriate to
accommodate differences in local law, tax policy or custom. Moreover, the
Committee may approve such supplements to, or amendments, restatements or
alternative versions of this Plan as it determines is necessary or
appropriate for such purposes. Any such amendment, restatement or
alternative versions that the Committee approves for purposes of using this
Plan in a foreign country will not affect the terms of this Plan for any
other country. In addition, all such supplements, amendments, restatements
or alternative versions must comply with the provisions of Section
10(b)(iii).

11. Taxes. The Company is entitled to withhold the amount of any tax
attributable to any amount payable or Shares deliverable under this Plan after
giving the person entitled to receive such amount or Shares notice as far in
advance as practicable, and the Company may defer making payment or delivery if
any such tax may be pending unless and until indemnified to its satisfaction.
The Committee may permit a Participant to pay all or a portion of the federal,
state and local withholding taxes arising in connection with (a) the exercise of
a nonqualified stock option, (b) a disqualifying disposition of Shares received
upon the exercise of an incentive stock option, or (c) the lapse of restrictions
on Restricted Stock, by electing to (i) have the Company withhold Shares
otherwise issuable under the Award, (ii) tender back Shares received in
connection with such Award or (iii) deliver other previously owned Shares, in
each case having a Fair Market Value equal to the amount to be withheld.
However, the amount to be withheld may not exceed the total minimum federal,
state and local tax withholding obligations associated with the transaction. The
election must be made on or before the date as of which the amount of tax to be
withheld is determined and otherwise as the Committee requires. The Fair Market
Value of fractional Shares remaining after payment of the withholding taxes may
be paid to the Participant in cash.

12. Adjustment Provisions; Change of Control.

(a) Adjustment of Shares. In the event of any Change in
Capitalization, a proportionate substitution or adjustment may be made in
(i) the aggregate number and/or kind of shares or other property reserved
for issuance under the Plan and (ii) the number, kind and/or exercise price
of shares or other property to be delivered under the Plan, in each case as
may be determined by the Committee in its sole discretion. Such other
proportionate substitutions or adjustments may be made as shall be
determined by the Committee in its sole discretion. "Change in
Capitalization" means any increase, reduction, change or exchange of shares
of Common Stock for a different number or kind of shares or other
securities or property by reason of a reclassification, recapitalization,
merger, consolidation, reorganization, issuance of warrants or rights,
stock dividend, stock split or reverse stock split, combination or exchange
of shares, repurchase of shares, change in corporate structure or
otherwise; or any other

7

corporate action, such as declaration of a special dividend, that affects
the capitalization of the Company.

(b) Issuance or Assumption. Notwithstanding any other provision of
this Plan, and without affecting the number of Shares otherwise reserved or
available under this Plan, in connection with any merger, consolidation,
acquisition of property or stock, or reorganization, the Committee may
authorize the issuance or assumption of awards upon such terms and
conditions as it may deem appropriate.

(c) Change of Control. Except to the extent the Committee provides a
result more favorable to holders of Awards, upon the occurrence of a Change
of Control,

(i) all outstanding Options shall vest automatically and within
ten days following the Change of Control, the Company shall pay each
holder of an Option, in exchange for the surrender of such Option, an
amount equal to the excess, if any, of the per-Share Change of Control
Price over the per-Share exercise price of such Option, multiplied by
the number of Shares covered by such Option, which amount shall be
denominated in (A) such form of consideration as the Participant would
have received had the Participant been the owner of record of such
Shares at the time of such Change of Control, in the case of a "Change
of Control With Consideration" or (B) cash, in the case of a "Change
of Control Without Consideration" (such relevant form, the
"Denominated Form");

(ii) the restrictions on Restricted Stock shall lapse and within
ten days following the Change of Control, the Company shall pay each
holder of a share of Restricted Stock, in exchange for the surrender
of such share of Restricted Stock, an amount equal to the Change of
Control Price of such share of Restricted Stock, which amount shall be
denominated in the Denominated Form;

(iii) within ten days following the Change of Control, the
Company shall pay each holder of a Performance Share and/or
Performance Unit for which the performance period has not expired, in
exchange for the surrender of such Performance Share and/or
Performance Unit, an amount equal to the product of the value of the
Performance Share and/or Performance Unit and a fraction, the
numerator of which is the number of whole months which have elapsed
from the beginning of the performance period to the date of the Change
of Control and the denominator of which is the number of whole months
in the performance period, which amount shall be paid in the
Denominated Form;

8

(iv) within ten days following the Change of Control, the Company
shall pay each holder of a Performance Share and/or Performance Unit
that has been earned but not yet paid, in exchange for the surrender
of such Performance Share and/or Performance Unit, an amount equal to
the value of such Performance Share and/or Performance Unit, which
amount shall be paid in the Denominated Form;

(v) each annual incentive award which has not yet been earned as
of the Change of Control shall be deemed to have been earned pro rata
as if the Performance Goals were attained as of the Change of Control,
by taking the product of (A) the Participant's maximum award
opportunity for the fiscal year and (B) a fraction, the numerator of
which is the number of full or partial months that have elapsed from
the beginning of the fiscal year to the date of the Change of Control
and the denominator of which is 12, and within ten days following the
Change of Control, the Company shall pay each holder of such an annual
incentive award, in full settlement thereof, an amount in cash equal
to the value of such pro rata award;

(vi) within ten days following the Change of Control, the Company
shall pay to each holder of an annual incentive award that has been
earned but not yet paid, in full settlement thereof, an amount in cash
equal to the value of such award; and

(vii) within ten days following the Change in Control, the
Company shall pay to each holder of an Award with respect to which
dividend equivalents or similar amounts have been credited and not yet
paid pursuant to any other provision of this Section 12(c), a cash
payment equal to the value of such dividend equivalents or similar
amounts.

For purposes of this Section 12(c), the "value" of a Performance Share shall be
equal to, and the "value" of a Performance Unit, the value of which is equal to
the Fair Market Value of one or more Shares, shall be based on, the Change of
Control Price.

For purposes of this Section 12(c), "Change of Control With Consideration" shall
mean a Change of Control in which Shares are exchanged or surrendered for
shares, cash or other property. "Change of Control Without Consideration" shall
mean a Change of Control pursuant to which Shares are not exchanged or
surrendered for shares, cash or other property.

13. Miscellaneous.

(a) Other Terms and Conditions. The grant of any Award under this Plan
may also be subject to other provisions (whether or not applicable to

9

the Award awarded to any other Participant) as the Committee determines
appropriate, including, without limitation, provisions for:

(i) one or more means to enable Participants or Non-Employee
Directors to defer the delivery of Shares or recognition of taxable
income relating to Awards or cash payments derived from the Awards on
such terms and conditions as the Committee determines, including, by
way of example, the form and manner of the deferral election, the
treatment of dividends paid on the Shares during the deferral period
or a means for providing a return to a Participant or Non-Employee
Director on amounts deferred, and the permitted distribution dates or
events (provided that no such deferral means may result in an increase
in the number of Shares issuable under this Plan);

(ii) the purchase of Shares under Options in installments;

(iii) the payment of the purchase price of Options by delivery of
cash or other Shares or other securities of the Company (including by
attestation) having a then Fair Market Value equal to the purchase
price of such Shares, or by delivery (including by fax) to the Company
or its designated agent of an executed irrevocable option exercise
form together with irrevocable instructions to a broker-dealer to sell
or margin a sufficient portion of the Shares and deliver the sale or
margin loan proceeds directly to the Company to pay for the exercise
price;

(iv) provisions giving the Participant the right to receive
dividend payments or dividend equivalent payments with respect to the
Shares subject to the Award (both before and after the Shares subject
to the Award are earned, vested or acquired), which payments may be
either made currently or credited to an account for the Participant,
and may be settled in cash or Shares, as the Committee determines;

(v) restrictions on resale or other disposition; and

(vi) compliance with federal or state securities laws and stock
exchange requirements.

In any event, to the extent Rule 16b-3 so requires, Director Options are
automatic, and the amount and terms of such Director Options will be determined
as provided in Section 6(d).

(b) No Fractional Shares. No fractional Shares or other securities may
be issued or delivered pursuant to this Plan, and the Committee may
determine whether cash, other securities or other property will be paid or
transferred in lieu of any fractional Shares or other securities, or
whether such

10

fractional Shares or other securities or any rights to fractional Shares or
other securities will be canceled, terminated or otherwise eliminated.

(c) Unfunded Plan. This Plan is unfunded and does not create, and
should not be construed to create, a trust or separate fund with respect to
this Plan's benefits. This Plan does not establish any fiduciary
relationship between the Company and any Participant, Non-Employee Director
or other person. To the extent any person holds any rights by virtue of an
Award granted under this Plan, such rights are no greater than the rights
of the Company's general unsecured creditors.

(d) Requirements of Law. The granting of Awards under this Plan and
the issuance of Shares in connection with an Award are subject to all
applicable laws, rules and regulations and to such approvals by any
governmental agencies or national securities exchanges as may be required.
Notwithstanding any other provision of this Plan or any award agreement,
the Company has no liability to deliver any Shares under this Plan or make
any payment unless such delivery or payment would comply with all
applicable laws and the applicable requirements of any securities exchange
or similar entity.

(e) Governing Law. This Plan, and all agreements under this Plan,
should be construed in accordance with and governed by the laws of the
State of Wisconsin, without reference to any conflict of law principles,
except for corporate law matters which are governed by the laws of the
State of Delaware. Any legal action or proceeding with respect to this
Plan, any Award or any award agreement, or for recognition and enforcement
of any judgment in respect of this Plan, any Award or any award agreement,
may only be brought and determined in a court sitting in the County of
Kenosha, or the Federal District Court for the Eastern District of
Wisconsin sitting in the County of Milwaukee, in the State of Wisconsin.

(f) Severability. If any provision of this Plan or any award agreement
or any Award (i) is or becomes or is deemed to be invalid, illegal or
unenforceable in any jurisdiction, or as to any person or Award, or (ii)
would disqualify this Plan, any award agreement or any Award under any law
the Committee deems applicable, then such provision should be construed or
deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of this Plan, award agreement or Award, then
such provision should be stricken as to such jurisdiction, person or Award,
and the remainder of this Plan, such award agreement and such Award will
remain in full force and effect.

14. Definitions. Capitalized terms used in this Plan have the following
meanings:

11

(a) "Affiliates" means any corporation, partnership, joint venture, or
other entity during any period in which the Company owns, directly or
indirectly, at least twenty percent (20%) of the equity, voting or profits
interest, and any other business venture that the Committee designates in
which the Company has a significant interest, as the Committee determines
in its discretion.

(b) "Award" means grants of Options, Performance Shares, Performance
Units, Restricted Stock or an annual incentive award under this Plan.

(c) "Board" means the Board of Directors of the Company.

(d) For purposes of this Plan, a "Change of Control" shall be deemed
to have occurred on the first to occur of any one of the events set forth
in the following paragraphs:

(i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities acquired
directly from the Company or its COC Affiliates) representing 25% or
more of either the then outstanding shares of common stock of the
Company or the combined voting power of the Company's then outstanding
voting securities, excluding any Person who becomes such a Beneficial
Owner in connection with a transaction described in clause (A) of
paragraph (iii) below; or

(ii) the following individuals cease for any reason to constitute
a majority of the number of directors then serving: individuals who,
on January 25, 2002, constitute the Board and any new director (other
than a director whose initial assumption of office is in connection
with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of
directors of the Company as such terms are used in Rule 14a-11 of
Regulation 14A under the Exchange Act) whose appointment or election
by the Board or nomination for election by the Company's shareholders
was approved or recommended by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors on
January 25, 2002 or whose appointment, election or nomination for
election was previously so approved or recommended; or

(iii) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any
other corporation, other than (A) a merger or consolidation which
would result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to

12

represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent thereof) at
least 60% of the combined voting power of the voting securities of the
Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (B) a merger or
consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
(not including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its COC Affiliates)
representing 25% or more of either the then outstanding shares of
common stock of the Company or the combined voting power of the
Company's then outstanding voting securities; or

(iv) the shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets (in one transaction or a
series of related transactions within any period of 24 consecutive
months), other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity, at least 75%
of the combined voting power of the voting securities of which are
owned by shareholders of the Company in substantially the same
proportions as their ownership of the Company immediately prior to
such sale.

Notwithstanding the foregoing, no "Change of Control" shall be deemed to have
occurred if there is consummated any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of the Company immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.

For purposes of this definition of Change of Control, "COC Affiliate" shall have
the meaning of "affiliate," as set forth in Rule 12b-2 promulgated under Section
12 of the Exchange Act; "Beneficial Owner" shall have the meaning set forth in
Rule 13d-3 under the Exchange Act; and "Person" shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof, except that such term shall not include (i) the Company or any of
its subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its COC Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (iv) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company or (v) any individual, entity or group which
is permitted to, and actually does, report its Beneficial Ownership on Schedule
13G (or any successor schedule); provided that if

13

any such individual, entity or group subsequently becomes required to or does
report its Beneficial Ownership on Schedule 13D (or any successor schedule),
such individual, entity or group shall be deemed to be a Person for purposes
hereof on the first date on which such individual, entity or group becomes
required to or does so report Beneficial Ownership of all of the voting
securities of the Company Beneficially Owned by it on such date.

(e) "Change of Control Price" means the higher of (i) the Fair Market Value
of the Shares, as determined on the date of the Change of Control; or (ii) the
highest price per Share paid in the Change of Control transaction.

(f) "Code" means the Internal Revenue Code of 1986, as amended. Any
reference to a specific provision of the Code includes any successor provision
and the regulations promulgated under such provision.

(g) "Committee" means the Organization and Executive Compensation Committee
of the Board (or such successor committee with the same or similar authority),
which must be composed of not less than two Directors, each of whom must qualify
as an "outside director" within the meaning of Code Section 162(m) and as a
"non-employee director" within the meaning of Rule 16b-3.

(h) "Common Stock" means the common stock of the Company.

(i) "Company" means Snap-on Incorporated, a Delaware corporation, or any
successor to Snap-on Incorporated, a Delaware corporation.

(j) "Director" means a member of the Board, and "Non-Employee Director"
means a member of the Board who is not also an employee of the Company or its
Affiliates.

(k) "Effective Date" means the date the Company's shareholders approve this
Plan.

(l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
Any reference to a specific provision of the Exchange Act includes any successor
provision and the regulations and rules promulgated under such provision.

(m) "Fair Market Value" means, per Share on a particular date, the last
sales price on such date on the national securities exchange on which the Common
Stock is then traded, as reported in The Wall Street Journal, or if no sales of
Common Stock occur on the date in question, on the last preceding date on which
there was a sale on such exchange. If the Shares are not listed on a national
securities exchange, but are traded in an over-the-counter market, the last
sales price (or, if there is no last sales price reported, the average of the
closing bid and asked prices) for the Shares on the particular

14

date, or on the last preceding date on which there was a sale of Shares on that
market, will be used. If the Shares are neither listed on a national securities
exchange nor traded in an over-the-counter market, the price determined by the
Committee, in its discretion, will be used.

(n) "Option" means the right to purchase Shares at a stated price.
"Options" may either be "incentive stock options" which meet the requirements of
Code section 422, or "nonqualified stock options" which do not meet the
requirements of Code section 422.

(o) "Participant" means an officer or other employee of the Company or its
Affiliates, or an individual that the Company or an Affiliate has engaged to
become an officer or employee, or a consultant or advisor who provides services
to the Company or its Affiliates, who the Committee designates to receive an
Award under this Plan.

(p) "Performance Goals" means any goals the Committee establishes that
relate to one or more of the following with respect to the Company or any one or
more Subsidiaries or other business units: revenue; cash flow; net cash provided
by operating activities; net cash provided by operating activities less net cash
used in investing activities; cost of goods sold; ratio of debt to debt plus
equity; profit before tax; gross profit; net profit; net sales; earnings before
interest and taxes; earnings before interest, taxes, depreciation and
amortization; Fair Market Value of Shares; basic earnings per share; diluted
earnings per share; return on shareholder equity; average accounts receivable
(calculated by taking the average of accounts receivable at the end of each
month); average inventories (calculated by taking the average of inventories at
the end of each month); return on average total capital employed; return on net
assets employed before interest and taxes; economic value added; return on
year-end equity; and/or in the case of Awards that the Committee determines will
not be considered "performance-based compensation" under Code section 162(m),
such other goals as the Committee may establish in its discretion.

(q) "Performance Shares" means the right to receive Shares to the extent
the Company or Participant achieves certain goals that the Committee establishes
over a period of time the Committee designates consisting of one or more full
fiscal years of the Company, but not in any event more than five years.

(r) "Performance Units" means the right to receive monetary units with a
designated dollar value or monetary units the value of which is equal to the
Fair Market Value of one or more Shares, to the extent the Company or
Participant achieves certain goals that the Committee establishes over a period
of time the Committee designates consisting of one or more full fiscal years of
the Company, but in any event not more than five years.

15

(s) "Plan" means this Snap-on Incorporated 2001 Incentive Stock and Awards
Plan, as amended from time to time.

(t) "Restricted Stock" means Shares that are subject to a risk of
forfeiture and/or restrictions on transfer, which may lapse upon the achievement
or partial achievement of Performance Goals during the period specified by the
Committee and/or upon the completion of a period of service, as determined by
the Committee.

(u) "Section 16 Participants" means Participants who are subject to the
provisions of Section 16 of the Exchange Act.

(v) "Share" means a share of Common Stock.

(w) "Subsidiary" means any corporation in an unbroken chain of corporations
beginning with the Company if each of the corporations (other than the last
corporation in the chain) owns stock possessing more than fifty percent (50%) of
the total combined voting power of all classes of stock in one of the other
corporations in the chain.

*****

16

Exhibit 10(c)
RESTATED SENIOR OFFICER AGREEMENT

THIS RESTATED SENIOR OFFICER AGREEMENT ("Agreement") is entered into this
____________ day of ______________ by and between SNAP-ON INCORPORATED, a
Delaware corporation (the "Company"), and______________________, a senior
officer of the Company or of a subsidiary of the Company (the "Executive").

WHEREAS, the Company and the Executive had entered into a ________________
effective as of ____________________ (the "Existing Agreement");

WHEREAS, the Board of Directors of the Company (the "Board") has determined
that the Executive has made, and is expected to continue to make, an essential
contribution to the profitability, growth and financial strength of the Company;

WHEREAS, the Company wishes to continue to encourage the Executive to
devote his/her entire time and attention to the pursuit of Company matters
without distractions relating to his/her employment security by providing the
Executive with this Agreement, which shall supersede the Existing Agreement;

WHEREAS, the Company intends that this Agreement will provide the Executive
with certain minimum compensation rights in the event of the termination of
his/her employment under the circumstances set forth herein.

NOW, THEREFORE, in consideration of the respective terms and conditions set
forth herein, the Company and the Executive hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have
the following meanings when used herein:

1

a. Cause. The term "Cause" shall mean that the Executive shall, prior
to any Termination of Employment (as that term is hereafter defined), have:

(i) engaged in any act of fraud, embezzlement, or theft in
connection with his/her duties as an executive or in the course of employment
with the Company or its subsidiaries;

(ii) wrongfully disclosed any secret process or confidential
information of the Company or its subsidiaries; or

(iii) engaged in any Competitive Activity (as that term is
hereafter defined);

and in any such case the act shall have been determined by the Board to have
been materially harmful to the Company.

The Executive may not be terminated for Cause prior to the receipt by the
Executive of a copy of a resolution duly adopted by the affirmative vote of not
less than three-quarters (3/4) of the entire membership of the Board at a
meeting of the Board called and held for the purpose of considering such
termination (after reasonable notice to the Executive and an opportunity for the
Executive, together with the Executive's counsel, to be heard before the Board)
finding that the Executive was guilty of conduct set forth in the definition of
Cause herein, and specifying the particulars thereof in detail. In the event of
a dispute regarding whether the Executive's employment has been terminated for
Cause, no claim by the Company that Cause exists shall be given effect unless
the Company establishes by clear and convincing evidence that Cause exists.

2

b. Competitive Activity. The term "Competitive Activity" shall mean
the Executive's participation without the written consent of the Board in the
management of any business enterprise which manufactures or sells any product or
service competitive with any product or service of the Company or its
subsidiaries. Competitive Activity shall not include the ownership of less than
five (5) percent of the securities in any enterprise and exercise of any
ownership rights related thereto.

c. Change of Control. A "Change of Control" shall be deemed to have
occurred on the first to occur of any one of the events set forth in of the
following paragraphs:

(i) any Person is or becomes the Beneficial Owner (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company (not including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates (as defined in
Rule 12b-2 promulgated under Section 12 of the Exchange Act)) representing 25%
or more of either the then outstanding shares of common stock of the Company or
the combined voting power of the Company's then outstanding voting securities,
excluding any Person who becomes such a Beneficial Owner in connection with a
transaction described in clause (A) of paragraph (iii) below; or

(ii) the following individuals cease for any reason to constitute
a majority of the number of directors then serving: individuals who, on January
25, 2002, constitute the Board and any new director (other than a director whose
initial assumption of office is in connection with an actual or threatened
election contest, including but not 

3

limited to a consent solicitation, relating to the election of directors of the
Company as such terms are used in Rule 14a-11 of Regulation 14A under the
Exchange Act) whose appointment or election by the Board or nomination for
election by the Company's stockholders was approved or recommended by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors on January 25, 2002 or whose appointment, election or nomination for
election was previously so approved or recommended; or

(iii) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any other
corporation, other than (A) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or any parent
thereof) at least 60% of the combined voting power of the voting securities of
the Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (B) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no Person is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company (not including in the securities Beneficially Owned
by such Person any securities acquired directly from the Company or its
Affiliates) representing 25% or more of either the then outstanding shares of
common stock of the Company or the combined voting power of the Company's then
outstanding voting securities; or

4

(iv) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an agreement
for the sale or disposition by the Company of all or substantially all of the
Company's assets (in one transaction or a series of related transactions within
any period of 24 consecutive months), other than a sale or disposition by the
Company of all or substantially all of the Company's assets to an entity, at
least 75% of the combined voting power of the voting securities of which are
owned by stockholders of the Company in substantially the same proportions as
their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, no "Change of Control" shall be deemed to
have occurred if there is consummated any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of the Company immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions. 

d. Effective Date. The term "Effective Date" shall mean the first date
on which a Change of Control of the Company occurs. Anything in this Agreement
to the contrary notwithstanding, if (1) a Change of Control of the Company
occurs, whether or not during the initial or extended term of this Agreement,
(2) the Executive's employment with the Employer terminates within six months
prior to the Change of Control of the Company and (3) it is reasonably
demonstrated by the Executive that (A) any such termination of employment by the
Employer (i) was at the request of a third

5

party who has taken steps reasonably calculated to effect a Change of Control of
the Company or (ii) otherwise arose in connection with or in anticipation of a
Change of Control of the Company, or (B) any such termination of employment by
the Executive took place subsequent to the occurrence of an event described in
clause (A), (B), (C) or (D) of paragraph (h)(ii) of this Section 1 which event
(i) occurred at the request of a third party who has taken steps reasonably
calculated to effect a Change of Control of the Company or (ii) otherwise
occurred in connection with or in anticipation of a Change of Control of the
Company, then for all purposes of this Agreement the term "Effective Date" shall
mean the day immediately prior to the date of such termination of employment.

e. Employer. The term "Employer" shall mean the Company and/or a
subsidiary of the Company that employs the Executive.

f. Exchange Act. The term "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended from time to time.

g. Person. The term "Person" shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company or (v) any individual, entity or group which
is 

6

permitted to, and actually does, report its Beneficial Ownership on Schedule 13G
(or any successor schedule); provided that if any such individual, entity or
group subsequently becomes required to or does report its Beneficial Ownership
on Schedule 13D (or any successor schedule), such individual, entity or group
shall be deemed to be a Person for purposes hereof on the first date on which
such individual, entity or group becomes required to or does so report
Beneficial Ownership of all of the voting securities of the Company Beneficially
Owned by it on such date.

h. Termination of Employment. The term "Termination of Employment"
shall mean:

(i) any termination by the Employer of the employment of the
Executive for any reason other than for Cause within a period of two (2) years
following the Effective Date (as that term is defined in paragraph d. of this
Section 1);

(ii) voluntary termination by the Executive of his/her employment
within a period of two (2) years following the Effective Date and subsequent to
the occurrence without the Executive's written consent, of (A) a material and
adverse change in the Executive's status, authority, duties, functions, or
benefits relative to those most favorable to the Executive in effect at any time
during the 180-day period prior to the Effective Date or, to the extent more
favorable to the Executive, those in effect after the Effective Date, (B) any
reduction in the Executive's base salary or percentage of base salary available
as an incentive compensation or bonus opportunity relative to those most
favorable to the Executive in effect at any time during the 180-day period prior
to the Effective Date or, to the extent more favorable to the Executive, those
in effect after the

7

Effective Date, or the failure to pay the Executive's base salary or earned
incentive compensation or bonus when due, (C) the relocation of the Executive's
principal place of employment to a location more than 35 miles from the
Executive's principal place of employment immediately prior to the Effective
Date, (D) the Employer's requiring the Executive to travel on Employer business
to a materially greater extent than was required immediately prior to the
Effective Date, or (E) the failure of the Company to obtain from a successor the
assumption and agreement to perform this Agreement (as described in Section
6.a.) prior to the effectiveness of any such succession provided that (1) any
such event occurs following the Effective Date or (2) in the case of an event
set forth in clause (A), (B), (C) or (D) above, such event occurs on or prior to
the Effective Date and the Executive reasonably demonstrates that such event
occurs under circumstances described in clause (i) or (ii) of Section 1.d.(3)(B)
hereof; or

(iii) voluntary termination by the Executive of his/her
employment following completion of one year of service after a Change of Control
of the Company; provided that the voluntary termination must be effected by the
Executive within six (6) months after the completion of that one year of
service.

In the event of a dispute regarding whether the Executive's voluntary
termination qualifies as a "Termination of Employment" for purposes of clause
(ii) above, no claim by the Company that such termination does not constitute a
Termination of Employment shall be given effect unless the Company establishes
by clear and convincing evidence that such termination does not constitute a
Termination of Employment.

8

Any election by the Executive to terminate his/her employment as
contemplated by this Section shall not be deemed a voluntary termination of
employment by the Executive for the purpose of any other employee benefit or
other plan.

2. Compensation and Benefits. In the event of a Termination of Employment,
the Company shall provide the Executive with the following compensation and
benefits:

a. General Compensation and Benefits. The Company shall pay the
Executive's full salary to the Executive through the date of Termination of
Employment at the rate in effect at the time notice of termination is given or,
if higher, at an annual rate not less than twelve times the Executive's highest
monthly base salary for the 12-month period immediately preceding the month in
which the Effective Date occurs, together with all compensation and benefits
payable to the Executive through the date of Termination of Employment under the
terms of any compensation or benefit plan, program or arrangement maintained by
the Employer during such period. Such payments shall be made in a lump sum not
later than five (5) days after such termination. The Company shall also pay the
Executive's normal post-termination compensation and benefits to the Executive
as such payments become due. Such post-termination compensation and benefits
shall be determined under, and paid in accordance with, the Employer's
retirement, insurance and other compensation or benefit plans, programs and
arrangements most favorable to the Executive in effect at any time during the
180-day period immediately preceding the Effective Date or, if more favorable to
the Executive, those provided generally at any time after the Effective Date to
executives of the Company of comparable status and position to the Executive.

9

b. Incentive Compensation. Notwithstanding any provision of any cash
bonus or incentive compensation plan of the Employer, the Company shall pay to
the Executive, within five (5) days after the Executive's Termination of
Employment, a lump sum amount, in cash, equal to the sum of (i) any bonus or
incentive compensation which has been allocated or awarded to the Executive for
a fiscal year or other measuring period under the plan that ends prior to the
date of Termination of Employment, but which has not yet been paid (pursuant to
Section 2.a. hereof or otherwise), and (ii) a pro rata portion to the date of
Termination of Employment of the aggregate value of all contingent bonus or
incentive compensation awards to the Executive for all uncompleted periods under
the plan calculated as to each such award as if the "target" with respect to
such bonus or incentive compensation award had been attained.

c. Compensation. The Company shall pay to the Executive a lump sum
equal to three (3) times the sum of (a) the highest per annum base rate of
salary in effect with respect to the Executive during the 3-year period
immediately prior to the Termination of Employment plus (b) the highest of (i)
the highest annual bonus or incentive compensation earned by the Executive under
any cash bonus or incentive compensation plan of the Company during the three
(3) complete fiscal years of the Company immediately preceding the Termination
of Employment or, if more favorable to the Executive, during the three (3)
complete fiscal years of the Company immediately preceding the Change of Control
of the Company; (ii) the Executive's bonus or incentive compensation "target"
for the fiscal year in which the Termination of Employment occurs; or (iii) the
highest average annual bonus and/or incentive compensation earned during the
three (3) complete fiscal years of the Company immediately preceding the

10

Termination of Employment (or, if more favorable to the Executive, during the
three (3) complete fiscal years of the Company immediately preceding the Change
of Control of the Company) under any cash bonus or incentive compensation plan
of the Company by the group of executives of the Company participating under
such plan during such fiscal years at the level at which the Executive
participated or would have participated pursuant to his/her most senior position
at any time during the 180 days preceding the Effective Date or thereafter until
the Termination of Employment. The lump sum shall be paid to the Executive not
later than five (5) days after the Termination of Employment.

d. Benefits. Subject to Section 2.e. hereof, for a three (3)-year
period following Termination of Employment, the Company shall provide the
Executive with health, disability, life and other insurance benefits
substantially similar to the benefits received by the Executive pursuant to the
Company's (or the Employer's) benefit programs as in effect immediately during
the 180 days preceding the Effective Date (or, if more favorable to the
Executive, as in effect at any time thereafter until the Termination of
Employment); provided, however, that no compensation or benefits provided
hereunder shall be treated as compensation for purposes of any of the programs
or shall result in the crediting of additional service thereunder.

e. New Employment. If the Executive secures new employment during the
three (3)-year period following Termination of Employment, the level of any
benefit being provided pursuant to Section 2.d. hereof shall be reduced to the
extent that any such benefit is being provided by the Executive's new employer.
The Executive, however, shall be under no obligation to seek new employment and,
in any event, no other amounts payable pursuant to this Agreement shall be
reduced or offset by any 

11

compensation received from new employment or by any amounts claimed to be owed
by the Executive to the Company or the Employer.

f. Retirement Benefit.

(i) Defined Benefit Pension Plan. In addition to the retirement
benefits to which the Executive is entitled under each DB Pension Plan (as
defined below), the Company shall pay the Executive a lump sum amount, in cash,
equal to the excess of (A) the actuarial equivalent of the aggregate retirement
pension (taking into account any early retirement subsidies associated therewith
and determined as a straight life annuity commencing at the date (but in no
event earlier than the third anniversary of the date of Termination of
Employment) as of which the actuarial equivalent of such annuity is greatest)
which the Executive would have accrued under the terms of all DB Pension Plans
(without regard to any amendment to any DB Pension Plan made subsequent to a
Change of Control and on or prior to the date of Termination of Employment,
which amendment adversely affects in any manner the computation of retirement
benefits thereunder), determined as if the Executive were fully vested
thereunder and had accumulated (after the date of Termination of Employment)
thirty-six (36) additional months of service credit thereunder and had been
credited under each DB Pension Plan during such period with annual compensation
equal to the Executive's compensation (as defined in such DB Pension Plan)
during the twelve (12) months immediately preceding date of Termination of
Employment or, if higher, during the twelve months immediately prior to the
first occurrence of an event or circumstance constituting Good Reason, over (B)
the actuarial equivalent of the aggregate retirement pension (taking into
account any early retirement subsidies associated therewith and

12

determined as a straight life annuity commencing at the date (but in no event
earlier than the date of Termination of Employment) as of which the actuarial
equivalent of such annuity is greatest) which the Executive had accrued pursuant
to the provisions of the DB Pension Plans as of the date of Termination of
Employment. For purposes of this Section 2.f., "actuarial equivalent" shall be
determined using the same assumptions utilized under the Snap-on Incorporated
Retirement Plan (or any successor plan) immediately prior to the date of
Termination of Employment or, if more favorable to the Executive, immediately
prior to the first occurrence of an event or circumstance constituting Good
Reason.

(ii) Cash Balance Plan. In addition to the benefits to which the
Executive is entitled under each Cash Balance Plan (as defined below), the
Company shall pay the Executive a lump sum amount, in cash, equal to the sum of
(A) the amount that would have been credited to the Executive's account
thereunder (whether as pay credits, interest credits, or otherwise) during the
three years immediately following the date of Termination of Employment,
determined (x) as if the Executive earned compensation during such period at an
annual rate equal to the Executive's compensation (as defined in the Cash
Balance Plan) during the twelve (12) months immediately preceding the date of
Termination of Employment or, if higher, during the twelve months immediately
prior to the first occurrence of an event or circumstance constituting Good
Reason and (y) without regard to any amendment to the Cash Balance Plan made
subsequent to a Change of Control and on or prior to the date of Termination of
Employment, which amendment adversely affects in any manner the computation of
benefits thereunder and (B) the excess, if any, of (x) the Executive's account
balance

13

under the Cash Balance Plan as of the Date of Termination over (y) the portion
of such account balance that is nonforfeitable under the terms of the Cash
Balance Plan as of the date of Termination of Employment.

(iii) Definitions. "DB Pension Plan" shall mean any
tax-qualified, supplemental or excess defined benefit pension plan maintained by
the Company and any other defined benefit plan or agreement entered into between
the Executive and the Company which is designed to provide the Executive with
supplemental retirement benefits, other than any plan (or portion thereof) that
is a Cash Balance Plan. "Cash Balance Plan" shall mean any tax-qualified pension
plan (or portion thereof) maintained by the Company of the type commonly
referred to as a "cash balance plan".

g. Lump Sum Election. In connection with a Change of Control, the
Executive may elect to receive a lump sum payment of the Executive's account
balance(s) under the Supplemental Retirement Plan for Officers and any other
unfunded plan which may be established by the Company subsequent to the date
hereof, pursuant to such administrative policies as the Company may establish
from time to time.

3. Additional Payments. Notwithstanding any other provisions of this
Agreement, whether or not there occurs a Termination of Employment, in the event
it shall be determined that any payment or benefit received or to be received by
the Executive in connection with a Change of Control of the Company or the
termination of the Executive's employment, whether pursuant to the terms of this
Agreement or any other plan, arrangement or agreement with the Company, any
entity whose actions result

14

in a Change of Control of the Company or any entity affiliated with the Company
or such entity (any such payment or benefit being hereinafter called a
"Payment," and all such payments and benefits being hereinafter called "Total
Payments"), would be subject (in whole or part) to the excise tax under Section
4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any
interest or penalties incurred with respect to such excise tax (such excise tax,
together with such interest and penalties, are hereinafter collectively referred
to as the "Excise Tax"), then the Company shall pay to the Executive an
additional amount (the "Gross-Up Payment") such that the net amount retained by
the Executive, after deduction of any Excise Tax on the Total Payments and any
federal, state and local income tax, FICA and Excise Tax upon the payment
provided for by this Section 3, shall be equal to the Total Payments.

Subject to the provisions of this Section 3, all determinations required to
be made under this Section 3, including whether and when a Gross-Up Payment is
required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by a nationally
recognized accounting firm selected by the Executive that is not then serving as
accountant or auditor for the individual, entity or group effecting the Change
of Control of the Company (the "Accounting Firm"), which shall provide detailed
supporting calculations both to the Company and the Executive within 15 business
days of the receipt of notice from the Executive that there has been a Payment,
or such earlier time as is requested by the Company. All fees and expenses of
the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment,
as determined pursuant to this Section 3, shall be paid by the Company to the
Executive within 10 days of the receipt of the Accounting Firm's determination.
Subject to the

15

following provisions of this Section 3, any determination by the Accounting Firm
shall be binding upon the Company and the Executive.

In the event that the Excise Tax is subsequently determined to be less than
the amount taken into account hereunder, the Executive shall repay to the
Company, at the time that the amount of such reduction in Excise Tax is finally
determined, the portion of the Gross-Up Payment attributable to such reduction
(plus that portion of the Gross-Up Payment attributable to the Excise Tax, FICA
and federal, state and local income tax imposed on the Gross-Up Payment being
repaid by the Executive to the extent that such repayment results in a reduction
in Excise Tax, FICA and/or a federal, state or local income tax deduction) plus
interest on the amount of such repayment at the rate provided in Section
1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to
exceed the amount taken into account hereunder (including by reason of any
payment the existence or amount of which cannot be determined at the time of the
Gross-Up Payment), the Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest, penalties or additions payable by the
Executive with respect to such excess) at the time that the amount of such
excess is finally determined.

For purposes of determining whether and the extent to which the Total
Payments will be subject to the Excise Tax under this Section 3, (i) no portion
of the Total Payments the receipt or enjoyment of which the Executive shall have
effectively waived in writing shall be taken into account, (ii) no portion of
the Total Payments shall be taken into account which in the opinion of the
Auditor (or tax counsel selected by the Auditor) does not constitute a
"parachute payment" within the meaning of Section 280G(b) (2) of the Code
(including by reason of Section 280G(b) (4) (A) of the Code), and in calculating

16

the Excise Tax, no portion of such Total Payments shall be taken into account
which constitutes reasonable compensation for services actually rendered, within
the meaning of Section 280G(b) (4) (B) of the Code, in excess of the "base
amount" (as defined in Section 280G(b) (3) of the Code) allocable to such
reasonable compensation, and (iii) the value of any noncash benefit or any
deferred payment or benefit included in the Total Payments shall be determined
by the Auditor in accordance with the principles of Sections 280G(d) (3) and (4)
of the Code. For purposes of determining the amount of the Gross-Up Payment, the
Executive shall be deemed to pay federal income taxes at the highest marginal
rate of federal income taxation in the calendar year in which the Gross-Up
Payment is to be made and state and local income taxes at the highest marginal
rate of taxation in the state and locality of the Executive's residence on the
date of payment of the Gross-Up Payment to the Executive, net of the maximum
reduction in federal income taxes that could be obtained from deduction of such
state and local taxes.

The Executive and the Company shall each reasonably cooperate with the
other in connection with any administrative or judicial proceedings concerning
the existence or amount of liability for Excise Tax with respect to the Total
Payments.

4. Legal Fees. The Company shall also pay to the Executive all reasonable
legal fees and expenses incurred by the Executive in seeking in good faith to
obtain or enforce any benefit or right provided by this Agreement or in
connection with any tax audit or proceeding to the extent attributable to the
application of Section 4999 of the Code. Such payments shall be made within five
(5) business days after delivery of the Executive's written requests for payment
accompanied with such evidence of fees and expenses incurred as the Company
reasonably may require.

17

5. Term. This Agreement shall commence on the date hereof and shall
continue in effect through January 31, 2003; provided, however, that commencing
on January 31, 2003 and each January 31 thereafter, the term of this Agreement
shall automatically be extended for one (1) additional year unless, not later
than October 31 of the preceding year, the Company or the Executive shall have
given written notice not to extend this Agreement; provided, further, however,
if a Change of Control of the Company shall have occurred during the initial or
extended term of this Agreement, this Agreement shall continue in effect for a
period of 24 months beyond the month in which such Change of Control of the
Company occurred. Notwithstanding anything herein to the contrary, this
Agreement shall terminate upon the Executive ceasing to be a senior officer of
the Company prior to a Change of Control of the Company (other than any such
cessation which the Executive reasonably demonstrates occurred under
circumstances described in clause (i) or (ii) of Section 1.d.(3)(B) hereof).

6. Successors and Binding Agreements.

a. The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation, reorganization or otherwise) to
all or substantially all of the business and/or assets of the Company expressly
to assume and to agree to perform this Agreement in the same manner and to the
same extent the Company would be required to perform if no succession had taken
place. This Agreement shall be binding upon and inure to the benefit of the
Company and any such successor, and such successor shall thereafter be deemed
the "Company" for the purposes of this Agreement.

18

b. This Agreement shall inure to the benefit of and be enforceable by
the Executive's respective personal or legal representative, executor,
administrator, successor, heirs, distributees and/or legatees.

c. Neither the Company nor the Executive may assign, transfer or
delegate this Agreement or any rights or obligations hereunder except as
expressly provided in this Section. Without limiting the generality of the
foregoing, the Executive's right to receive payments hereunder shall not be
assignable or transferable, whether by pledge, creation of a security interest
or otherwise, other than by a transfer by will or the laws of descent and
distribution. In the event the Executive attempts any assignment or transfer
contrary to this Section, the Company shall have no liability to pay any amount
so attempted to be assigned or transferred.

7. Notices. All communications provided for herein shall be in writing and
shall be deemed to have been duly given when delivered or five (5) business days
after having been mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed to the Company (to the attention
of the Secretary of the Company) at its principal executive office and to the
Executive at his/her principal residence, or to such other address as any party
may have furnished to the other in writing in accordance herewith, except that
notices of a change of address shall be effective only upon receipt.

8. Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Wisconsin without giving effect to the principles of conflict of laws of such
state, except that Section

19

9 shall be construed in accordance with the Federal Arbitration Act if
arbitration is chosen by the Executive as the method of dispute resolution.

9. Settlement of Disputes; Arbitration. Any dispute or controversy arising
under or in connection with this Agreement shall be settled, at the Executive's
election, either by arbitration in Chicago, Illinois in accordance with the
rules of the American Arbitration Association then in effect or by litigation;
provided, however, that in the event of a dispute regarding whether the
Executive's employment has been terminated for Cause or whether the Executive's
voluntary termination qualifies as a "Termination of Employment" under Section
1.h.(ii), the evidentiary standards set forth in this Agreement shall apply.
Judgment may be entered on the arbitrator's award in any court having
jurisdiction; provided, however, that the Executive shall be entitled, during
the pendency of any such dispute or controversy, to continue to receive
compensation and benefits as an active employee.

10. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement which shall remain in full force and effect.

11. Entire Agreement. This Agreement constitutes the entire understanding
and agreement of the parties with respect to the matters discussed herein and
supersedes all other prior agreements and understandings, written or oral,
between the parties with respect thereto, including but not limited to the
Existing Agreement, which shall be null and void and of no force and effect as
of the date hereof. There are no representations,

20

warranties or agreements of any kind relating thereto that are not set forth in
this Agreement.

12. Withholding. The Company may withhold from any amounts payable under
this Agreement all federal, state and other taxes as shall be legally required.

13. Certain Limitations. Nothing in this Agreement shall grant the
Executive any right to remain an executive, director or employee of the Company
or of any of its subsidiaries for any period of time.

* * *

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
date first written above.

SNAP-ON INCORPORATED

By:_____________________________________
Dale F. Elliott
Its: President and Chief Executive Officer

----------------------------------------
Executive

21

Exhibit 10(d)
RESTATED EXECUTIVE AGREEMENT

THIS RESTATED EXECUTIVE AGREEMENT ("Agreement") is entered into this _____
day of _______________, by and between SNAP-ON INCORPORATED, a Delaware
corporation (the "Company"), and________________, an executive of the Company or
of a subsidiary of the Company (the "Executive").

WHEREAS, the Company and the Executive had entered into a ___________
effective as of _________________ (the "Existing Agreement");

WHEREAS, the Board of Directors of the Company (the "Board") has determined
that the Executive has made, and is expected to continue to make, an essential
contribution to the profitability, growth and financial strength of the Company;

WHEREAS, the Company wishes to continue to encourage the Executive to
devote his/her entire time and attention to the pursuit of Company matters
without distractions relating to his/her employment security by providing the
Executive with this Agreement, which shall supersede the Existing Agreement;

WHEREAS, the Company intends that this Agreement will provide the Executive
with certain minimum compensation rights in the event of the termination of
his/her employment under the circumstances set forth herein.

NOW, THEREFORE, in consideration of the respective terms and conditions set
forth herein, the Company and the Executive hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have
the following meanings when used herein:

a. Cause. The term "Cause" shall mean that the Executive shall, prior
to any Termination of Employment (as that term is hereafter defined), have:

1

(i) engaged in any act of fraud, embezzlement, or theft in
connection with his/her duties as an executive or in the course of employment
with the Company or its subsidiaries;

(ii) wrongfully disclosed any secret process or confidential
information of the Company or its subsidiaries; or

(iii) engaged in any Competitive Activity (as that term is
hereafter defined);

and in any such case the act shall have been determined by the Board to have
been materially harmful to the Company.

The Executive may not be terminated for Cause prior to the receipt by the
Executive of a copy of a resolution duly adopted by the affirmative vote of not
less than three-quarters (3/4) of the entire membership of the Board at a
meeting of the Board called and held for the purpose of considering such
termination (after reasonable notice to the Executive and an opportunity for the
Executive, together with the Executive's counsel, to be heard before the Board)
finding that the Executive was guilty of conduct set forth in the definition of
Cause herein, and specifying the particulars thereof in detail. In the event of
a dispute regarding whether the Executive's employment has been terminated for
Cause, no claim by the Company that Cause exists shall be given effect unless
the Company establishes by clear and convincing evidence that Cause exists.

b. Competitive Activity. The term "Competitive Activity" shall mean
the Executive's participation without the written consent of the Board in the
management of any business enterprise which manufactures or sells any product or
service competitive

2

with any product or service of the Company or its subsidiaries. Competitive
Activity shall not include the ownership of less than five (5) percent of the
securities in any enterprise and exercise of any ownership rights related
thereto.

c. Change of Control. A "Change of Control" shall be deemed to have
occurred on the first to occur of any one of the events set forth in of the
following paragraphs:

(i) any Person is or becomes the Beneficial Owner (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company (not including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates (as defined in
Rule 12b-2 promulgated under Section 12 of the Exchange Act)) representing 25%
or more of either the then outstanding shares of common stock of the Company or
the combined voting power of the Company's then outstanding voting securities,
excluding any Person who becomes such a Beneficial Owner in connection with a
transaction described in clause (A) of paragraph (iii) below; or

(ii) the following individuals cease for any reason to constitute
a majority of the number of directors then serving: individuals who, on January
25, 2002, constitute the Board and any new director (other than a director whose
initial assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation, relating
to the election of directors of the Company as such terms are used in Rule
14a-11 of Regulation 14A under the Exchange Act) whose appointment or election
by the Board or nomination for election by the Company's 

3

stockholders was approved or recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors on January 25,
2002 or whose appointment, election or nomination for election was previously so
approved or recommended; or

(iii) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any other
corporation, other than (A) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or any parent
thereof) at least 60% of the combined voting power of the voting securities of
the Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (B) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no Person is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company (not including in the securities Beneficially Owned
by such Person any securities acquired directly from the Company or its
Affiliates) representing 25% or more of either the then outstanding shares of
common stock of the Company or the combined voting power of the Company's then
outstanding voting securities; or

(iv) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an agreement
for the sale or disposition by the Company of all or substantially all of the
Company's assets (in one transaction or a series of related transactions within
any period

4

of 24 consecutive months), other than a sale or disposition by the Company of
all or substantially all of the Company's assets to an entity, at least 75% of
the combined voting power of the voting securities of which are owned by
stockholders of the Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, no "Change of Control" shall be deemed to
have occurred if there is consummated any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of the Company immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions. 

d. Effective Date. The term "Effective Date" shall mean the first date
on which a Change of Control of the Company occurs. Anything in this Agreement
to the contrary notwithstanding, if (1) a Change of Control of the Company
occurs, whether or not during the initial or extended term of this Agreement,
(2) the Executive's employment with the Employer terminates within six months
prior to the Change of Control of the Company and (3) it is reasonably
demonstrated by the Executive that (A) any such termination of employment by the
Employer (i) was at the request of a third party who has taken steps reasonably
calculated to effect a Change of Control of the Company or (ii) otherwise arose
in connection with or in anticipation of a Change of Control of the Company, or
(B) any such termination of employment by the Executive took place subsequent to
the occurrence of an event described in clause (A), (B), (C) or

5

(D) of paragraph (h)(ii) of this Section 1 which event (i) occurred at the
request of a third party who has taken steps reasonably calculated to effect a
Change of Control of the Company or (ii) otherwise occurred in connection with
or in anticipation of a Change of Control of the Company, then for all purposes
of this Agreement the term "Effective Date" shall mean the day immediately prior
to the date of such termination of employment.

e. Employer. The term "Employer" shall mean the Company and/or a
subsidiary of the Company that employs the Executive.

f. Exchange Act. The term "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended from time to time.

g. Person. The term "Person" shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company or (v) any individual, entity or group which
is permitted to, and actually does, report its Beneficial Ownership on Schedule
13G (or any successor schedule); provided that if any such individual, entity or
group subsequently becomes required to or does report its Beneficial Ownership
on Schedule 13D (or any successor schedule), such individual, entity or group
shall be deemed to be a Person for 

6

purposes hereof on the first date on which such individual, entity or group
becomes required to or does so report Beneficial Ownership of all of the voting
securities of the Company Beneficially Owned by it on such date.

h. Termination of Employment. The term "Termination of Employment"
shall mean:

(i) any termination by the Employer of the employment of the
Executive for any reason other than for Cause within a period of two (2) years
following the Effective Date (as that term is defined in paragraph d. of this
Section 1);

(ii) voluntary termination by the Executive of his/her employment
within a period of two (2) years following the Effective Date and subsequent to
the occurrence without the Executive's written consent, of (A) a material and
adverse change in the Executive's status, authority, duties, functions, or
benefits relative to those most favorable to the Executive in effect at any time
during the 180-day period prior to the Effective Date or, to the extent more
favorable to the Executive, those in effect after the Effective Date, (B) any
reduction in the Executive's base salary or percentage of base salary available
as an incentive compensation or bonus opportunity relative to those most
favorable to the Executive in effect at any time during the 180-day period prior
to the Effective Date or, to the extent more favorable to the Executive, those
in effect after the Effective Date, or the failure to pay the Executive's base
salary or earned incentive compensation or bonus when due, (C) the relocation of
the Executive's principal place of employment to a location more than 35 miles
from the Executive's principal place of employment immediately prior to the
Effective Date, (D) the Employer's requiring the 

7

Executive to travel on Employer business to a materially greater extent than was
required immediately prior to the Effective Date, or (E) the failure of the
Company to obtain from a successor the assumption and agreement to perform this
Agreement (as described in Section 6.a.) prior to the effectiveness of any such
succession provided that (1) any such event occurs following the Effective Date
or (2) in the case of an event set forth in clause (A), (B), (C) or (D) above,
such event occurs on or prior to the Effective Date and the Executive reasonably
demonstrates that such event occurs under circumstances described in clause (i)
or (ii) of Section 1.d.(3)(B) hereof; or

(iii) voluntary termination by the Executive of his/her
employment following completion of one year of service after a Change of Control
of the Company; provided that the voluntary termination must be effected by the
Executive within six (6) months after the completion of that one year of
service.

In the event of a dispute regarding whether the Executive's voluntary
termination qualifies as a "Termination of Employment" for purposes of clause
(ii) above, no claim by the Company that such termination does not constitute a
Termination of Employment shall be given effect unless the Company establishes
by clear and convincing evidence that such termination does not constitute a
Termination of Employment.

Any election by the Executive to terminate his/her employment as
contemplated by this Section shall not be deemed a voluntary termination of
employment by the Executive for the purpose of any other employee benefit or
other plan.

2. Compensation and Benefits. In the event of a Termination of Employment,
the Company shall provide the Executive with the following compensation and
benefits:

8

a. General Compensation and Benefits. The Company shall pay the
Executive's full salary to the Executive through the date of Termination of
Employment at the rate in effect at the time notice of termination is given or,
if higher, at an annual rate not less than twelve times the Executive's highest
monthly base salary for the 12-month period immediately preceding the month in
which the Effective Date occurs, together with all compensation and benefits
payable to the Executive through the date of Termination of Employment under the
terms of any compensation or benefit plan, program or arrangement maintained by
the Employer during such period. Such payments shall be made in a lump sum not
later than five (5) days after such termination. The Company shall also pay the
Executive's normal post-termination compensation and benefits to the Executive
as such payments become due. Such post-termination compensation and benefits
shall be determined under, and paid in accordance with, the Employer's
retirement, insurance and other compensation or benefit plans, programs and
arrangements most favorable to the Executive in effect at any time during the
180-day period immediately preceding the Effective Date or, if more favorable to
the Executive, those provided generally at any time after the Effective Date to
executives of the Company of comparable status and position to the Executive.

b. Incentive Compensation. Notwithstanding any provision of any cash
bonus or incentive compensation plan of the Employer, the Company shall pay to
the Executive, within five (5) days after the Executive's Termination of
Employment, a lump sum amount, in cash, equal to the sum of (i) any bonus or
incentive compensation which has been allocated or awarded to the Executive for
a fiscal year or other measuring period under the plan that ends prior to the
date of Termination of Employment, but

9

which has not yet been paid (pursuant to Section 2.a. hereof or otherwise), and
(ii) a pro rata portion to the date of Termination of Employment of the
aggregate value of all contingent bonus or incentive compensation awards to the
Executive for all uncompleted periods under the plan calculated as to each such
award as if the "target" with respect to such bonus or incentive compensation
award had been attained.

c. Compensation. The Company shall pay to the Executive a lump sum
equal to two (2) times the sum of (a) the highest per annum base rate of salary
in effect with respect to the Executive during the 3-year period immediately
prior to the Termination of Employment plus (b) the highest of (i) the highest
annual bonus or incentive compensation earned by the Executive under any cash
bonus or incentive compensation plan of the Company during the three (3)
complete fiscal years of the Company immediately preceding the Termination of
Employment or, if more favorable to the Executive, during the three (3) complete
fiscal years of the Company immediately preceding the Change of Control of the
Company; (ii) the Executive's bonus or incentive compensation "target" for the
fiscal year in which the Termination of Employment occurs; or (iii) the highest
average annual bonus and/or incentive compensation earned during the three (3)
complete fiscal years of the Company immediately preceding the Termination of
Employment (or, if more favorable to the Executive, during the three (3)
complete fiscal years of the Company immediately preceding the Change of Control
of the Company) under any cash bonus or incentive compensation plan of the
Company by the group of executives of the Company participating under such plan
during such fiscal years at the level at which the Executive participated or
would have participated pursuant to his/her most senior position at any time
during the 180 days preceding the Effective

10

Date or thereafter until the Termination of Employment. The lump sum shall be
paid to the Executive not later than five (5) days after the Termination of
Employment.

d. Benefits. Subject to Section 2.e. hereof, for a three (3)-year
period following Termination of Employment, the Company shall provide the
Executive with health, disability, life and other insurance benefits
substantially similar to the benefits received by the Executive pursuant to the
Company's (or the Employer's) benefit programs as in effect immediately during
the 180 days preceding the Effective Date (or, if more favorable to the
Executive, as in effect at any time thereafter until the Termination of
Employment); provided, however, that no compensation or benefits provided
hereunder shall be treated as compensation for purposes of any of the programs
or shall result in the crediting of additional service thereunder.

e. New Employment. If the Executive secures new employment during the
three (3)-year period following Termination of Employment, the level of any
benefit being provided pursuant to Section 2.d. hereof shall be reduced to the
extent that any such benefit is being provided by the Executive's new employer.
The Executive, however, shall be under no obligation to seek new employment and,
in any event, no other amounts payable pursuant to this Agreement shall be
reduced or offset by any compensation received from new employment or by any
amounts claimed to be owed by the Executive to the Company or the Employer.

f. Retirement Benefit.

(i) Defined Benefit Pension Plan. In addition to the retirement
benefits to which the Executive is entitled under each DB Pension Plan (as
defined

11

below), the Company shall pay the Executive a lump sum amount, in cash, equal to
the excess of (A) the actuarial equivalent of the aggregate retirement pension
(taking into account any early retirement subsidies associated therewith and
determined as a straight life annuity commencing at the date (but in no event
earlier than the second anniversary of the date of Termination of Employment) as
of which the actuarial equivalent of such annuity is greatest) which the
Executive would have accrued under the terms of all DB Pension Plans (without
regard to any amendment to any DB Pension Plan made subsequent to a Change of
Control and on or prior to the date of Termination of Employment, which
amendment adversely affects in any manner the computation of retirement benefits
thereunder), determined as if the Executive were fully vested thereunder and had
accumulated (after the date of Termination of Employment) twenty-four (24)
additional months of service credit thereunder and had been credited under each
DB Pension Plan during such period with annual compensation equal to the
Executive's compensation (as defined in such DB Pension Plan) during the twelve
(12) months immediately preceding date of Termination of Employment or, if
higher, during the twelve months immediately prior to the first occurrence of an
event or circumstance constituting Good Reason, over (B) the actuarial
equivalent of the aggregate retirement pension (taking into account any early
retirement subsidies associated therewith and determined as a straight life
annuity commencing at the date (but in no event earlier than the date of
Termination of Employment) as of which the actuarial equivalent of such annuity
is greatest) which the Executive had accrued pursuant to the provisions of the
DB Pension Plans as of the date of Termination of Employment. For purposes of
this Section 2.f., "actuarial equivalent" shall be determined using the same
assumptions utilized under

12

the Snap-on Incorporated Retirement Plan (or any successor plan) immediately
prior to the date of Termination of Employment or, if more favorable to the
Executive, immediately prior to the first occurrence of an event or circumstance
constituting Good Reason.

(ii) Cash Balance Plan. In addition to the benefits to which the
Executive is entitled under each Cash Balance Plan (as defined below), the
Company shall pay the Executive a lump sum amount, in cash, equal to the sum of
(A) the amount that would have been credited to the Executive's account
thereunder (whether as pay credits, interest credits, or otherwise) during the
two years immediately following the date of Termination of Employment,
determined (x) as if the Executive earned compensation during such period at an
annual rate equal to the Executive's compensation (as defined in the Cash
Balance Plan) during the twelve (12) months immediately preceding the date of
Termination of Employment or, if higher, during the twelve months immediately
prior to the first occurrence of an event or circumstance constituting Good
Reason and (y) without regard to any amendment to the Cash Balance Plan made
subsequent to a Change of Control and on or prior to the date of Termination of
Employment, which amendment adversely affects in any manner the computation of
benefits thereunder and (B) the excess, if any, of (x) the Executive's account
balance under the Cash Balance Plan as of the Date of Termination over (y) the
portion of such account balance that is nonforfeitable under the terms of the
Cash Balance Plan as of the date of Termination of Employment.

(iii) Definitions. "DB Pension Plan" shall mean any
tax-qualified, supplemental or excess defined benefit pension plan maintained by
the

13

Company and any other defined benefit plan or agreement entered into between the
Executive and the Company which is designed to provide the Executive with
supplemental retirement benefits, other than any plan (or portion thereof) that
is a Cash Balance Plan. "Cash Balance Plan" shall mean any tax-qualified pension
plan (or portion thereof) maintained by the Company of the type commonly
referred to as a "cash balance plan".

g. Lump Sum Election. In connection with a Change of Control, the
Executive may elect to receive a lump sum payment of the Executive's account
balance(s) under the Supplemental Retirement Plan for Officers and any other
unfunded plan which may be established by the Company subsequent to the date
hereof, pursuant to such administrative policies as the Company may establish
from time to time.

3. Additional Payments. Notwithstanding any other provisions of this
Agreement, whether or not there occurs a Termination of Employment, in the event
it shall be determined that any payment or benefit received or to be received by
the Executive in connection with a Change of Control of the Company or the
termination of the Executive's employment, whether pursuant to the terms of this
Agreement or any other plan, arrangement or agreement with the Company, any
entity whose actions result in a Change of Control of the Company or any entity
affiliated with the Company or such entity (any such payment or benefit being
hereinafter called a "Payment," and all such payments and benefits being
hereinafter called "Total Payments"), would be subject (in whole or part) to the
excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended
(the "Code"), or any interest or penalties incurred with respect to such excise
tax (such excise tax, together with such interest and penalties, are hereinafter

14

collectively referred to as the "Excise Tax"), then the Company shall pay to the
Executive an additional amount (the "Gross-Up Payment") such that the net amount
retained by the Executive, after deduction of any Excise Tax on the Total
Payments and any federal, state and local income tax, FICA and Excise Tax upon
the payment provided for by this Section 3, shall be equal to the Total
Payments.

Subject to the provisions of this Section 3, all determinations required to
be made under this Section 3, including whether and when a Gross-Up Payment is
required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by a nationally
recognized accounting firm selected by the Executive that is not then serving as
accountant or auditor for the individual, entity or group effecting the Change
of Control of the Company (the "Accounting Firm"), which shall provide detailed
supporting calculations both to the Company and the Executive within 15 business
days of the receipt of notice from the Executive that there has been a Payment,
or such earlier time as is requested by the Company. All fees and expenses of
the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment,
as determined pursuant to this Section 3, shall be paid by the Company to the
Executive within 10 days of the receipt of the Accounting Firm's determination.
Subject to the following provisions of this Section 3, any determination by the
Accounting Firm shall be binding upon the Company and the Executive.

In the event that the Excise Tax is subsequently determined to be less than
the amount taken into account hereunder, the Executive shall repay to the
Company, at the time that the amount of such reduction in Excise Tax is finally
determined, the portion of the Gross-Up Payment attributable to such reduction
(plus that portion of the Gross-Up

15

Payment attributable to the Excise Tax, FICA and federal, state and local income
tax imposed on the Gross-Up Payment being repaid by the Executive to the extent
that such repayment results in a reduction in Excise Tax, FICA and/or a federal,
state or local income tax deduction) plus interest on the amount of such
repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the
event that the Excise Tax is determined to exceed the amount taken into account
hereunder (including by reason of any payment the existence or amount of which
cannot be determined at the time of the Gross-Up Payment), the Company shall
make an additional Gross-Up Payment in respect of such excess (plus any
interest, penalties or additions payable by the Executive with respect to such
excess) at the time that the amount of such excess is finally determined.

For purposes of determining whether and the extent to which the Total
Payments will be subject to the Excise Tax under this Section 3, (i) no portion
of the Total Payments the receipt or enjoyment of which the Executive shall have
effectively waived in writing shall be taken into account, (ii) no portion of
the Total Payments shall be taken into account which in the opinion of the
Auditor (or tax counsel selected by the Auditor) does not constitute a
"parachute payment" within the meaning of Section 280G(b) (2) of the Code
(including by reason of Section 280G(b) (4) (A) of the Code), and in calculating
the Excise Tax, no portion of such Total Payments shall be taken into account
which constitutes reasonable compensation for services actually rendered, within
the meaning of Section 280G(b)(4)(B) of the Code, in excess of the "base amount"
(as defined in Section 280G(b)(3) of the Code) allocable to such reasonable
compensation, and (iii) the value of any noncash benefit or any deferred payment
or benefit included in the Total Payments shall be determined by the Auditor in
accordance with the principles of

16

Sections 280G(d) (3) and (4) of the Code. For purposes of determining the amount
of the Gross-Up Payment, the Executive shall be deemed to pay federal income
taxes at the highest marginal rate of federal income taxation in the calendar
year in which the Gross-Up Payment is to be made and state and local income
taxes at the highest marginal rate of taxation in the state and locality of the
Executive's residence on the date of payment of the Gross-Up Payment to the
Executive, net of the maximum reduction in federal income taxes that could be
obtained from deduction of such state and local taxes.

The Executive and the Company shall each reasonably cooperate with the
other in connection with any administrative or judicial proceedings concerning
the existence or amount of liability for Excise Tax with respect to the Total
Payments.

4. Legal Fees. The Company shall also pay to the Executive all reasonable
legal fees and expenses incurred by the Executive in seeking in good faith to
obtain or enforce any benefit or right provided by this Agreement or in
connection with any tax audit or proceeding to the extent attributable to the
application of Section 4999 of the Code. Such payments shall be made within five
(5) business days after delivery of the Executive's written requests for payment
accompanied with such evidence of fees and expenses incurred as the Company
reasonably may require.

5. Term. This Agreement shall commence on the date hereof and shall
continue in effect through January 31, 2003; provided, however, that commencing
on January 31, 2003 and each January 31 thereafter, the term of this Agreement
shall automatically be extended for one (1) additional year unless, not later
than October 31 of the preceding year, the Company or the Executive shall have
given written notice not to extend this Agreement; provided, further, however,
if a Change of Control of the 

17

Company shall have occurred during the initial or extended term of this
Agreement, this Agreement shall continue in effect for a period of 24 months
beyond the month in which such Change of Control of the Company occurred.
Notwithstanding anything herein to the contrary, this Agreement shall terminate
upon the Executive ceasing to be an officer of the Company prior to a Change of
Control of the Company (other than any such cessation which the Executive
reasonably demonstrates occurred under circumstances described in clause (i) or
(ii) of Section 1.d.(3)(B) hereof).

6. Successors and Binding Agreements.

a. The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation, reorganization or otherwise) to
all or substantially all of the business and/or assets of the Company expressly
to assume and to agree to perform this Agreement in the same manner and to the
same extent the Company would be required to perform if no succession had taken
place. This Agreement shall be binding upon and inure to the benefit of the
Company and any such successor, and such successor shall thereafter be deemed
the "Company" for the purposes of this Agreement.

b. This Agreement shall inure to the benefit of and be enforceable by
the Executive's respective personal or legal representative, executor,
administrator, successor, heirs, distributees and/or legatees.

c. Neither the Company nor the Executive may assign, transfer or
delegate this Agreement or any rights or obligations hereunder except as
expressly provided in this Section. Without limiting the generality of the
foregoing, the Executive's right to receive payments hereunder shall not be
assignable or transferable, whether by

18

pledge, creation of a security interest or otherwise, other than by a transfer
by will or the laws of descent and distribution. In the event the Executive
attempts any assignment or transfer contrary to this Section, the Company shall
have no liability to pay any amount so attempted to be assigned or transferred.

7. Notices. All communications provided for herein shall be in writing and
shall be deemed to have been duly given when delivered or five (5) business days
after having been mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed to the Company (to the attention
of the Secretary of the Company) at its principal executive office and to the
Executive at his/her principal residence, or to such other address as any party
may have furnished to the other in writing in accordance herewith, except that
notices of a change of address shall be effective only upon receipt.

8. Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Wisconsin without giving effect to the principles of conflict of laws of such
state, except that Section 9 shall be construed in accordance with the Federal
Arbitration Act if arbitration is chosen by the Executive as the method of
dispute resolution.

9. Settlement of Disputes; Arbitration. Any dispute or controversy arising
under or in connection with this Agreement shall be settled, at the Executive's
election, either by arbitration in Chicago, Illinois in accordance with the
rules of the American Arbitration Association then in effect or by litigation;
provided, however, that in the event of a dispute regarding whether the
Executive's employment has been terminated for 

19

Cause or whether the Executive's voluntary termination qualifies as a
"Termination of Employment" under Section 1.h.(ii), the evidentiary standards
set forth in this Agreement shall apply. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however, that the
Executive shall be entitled, during the pendency of any such dispute or
controversy, to continue to receive compensation and benefits as an active
employee.

10. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement which shall remain in full force and effect.

11. Entire Agreement. This Agreement constitutes the entire understanding
and agreement of the parties with respect to the matters discussed herein and
supersedes all other prior agreements and understandings, written or oral,
between the parties with respect thereto, including but not limited to the
Existing Agreement, which shall be null and void and of no force and effect as
of the date hereof. There are no representations, warranties or agreements of
any kind relating thereto that are not set forth in this Agreement.

12. Withholding. The Company may withhold from any amounts payable under
this Agreement all federal, state and other taxes as shall be legally required.

13. Certain Limitations. Nothing in this Agreement shall grant the
Executive any right to remain an executive, director or employee of the Company
or of any of its subsidiaries for any period of time.

20

* * *

IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and date first written above.

SNAP-ON INCORPORATED

By:_____________________________________
Dale F. Elliott
Its: President and Chief Executive Officer

---------------------------------------- 
Executive

21

Exhibit 10(e)

Amended and Restated
Snap-on Incorporated
Directors' 1993 Fee Plan
------------------------
(as amended through January 25, 2002)

1. Purpose. The Amended and Restated Snap-on Incorporated Directors' 1993
Fee Plan (the "Plan") is intended to provide an incentive to members of the
Board of Directors (the "Board") of Snap-on Incorporated, a Delaware corporation
(the "Company"), who are not employees of the Company ("Directors"), to remain
in the service of the Company and increase their efforts for the success of the
Company and to encourage such Directors to own shares of the Company's stock or
participate in a Company phantom stock account, thereby aligning their interests
more closely with the interests of stockholders.

2. Definitions.

(a) "Board" means the Board of Directors of the Company.

(b) "Committee" means a committee consisting of members of the Board
authorized to administer the Plan.

(c) "Common Stock" means the common stock, par value $1.00 per share,
of the Company.

(d) "Deferral Election" means an election pursuant to Section 6 hereof
to defer receipt of Fees and/or shares of Common Stock which would otherwise be
received pursuant to Minimum Grants and Elective Grants.

(e) "Deferred Amounts" mean the amounts credited to a Director's Share
Account or Cash Account pursuant to a Deferral Election.

(f) "Director" means a member of the Board or an appointed Director
Emeritus, who is not an employee of the Company.

(g) "Elective Grants" shall have the meaning set forth in Section 5(b)
hereof.

(h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

(i) "Fair Market Value" means the closing price of the Common Stock on
the New York Stock Exchange on any particular date; provided, however, that for
purposes of Section 8, Fair Market Value shall mean the closing price of Common
Stock on the New York Stock Exchange on the date of the Change of Control (as
defined therein) or, if higher, the highest price per share of Common Stock paid
in the transaction giving rise to the Change of Control.

(j) "Fees" mean the annual retainer scheduled to be paid to a Director
for the calendar year plus any additional fees (including meeting and committee
fees) earned by a Director for his or her services on the Board during the
calendar year.

(k) "Grants" mean Minimum Grants and Elective Grants.

(l) "Minimum Grants" shall have the meaning set forth in Section 5(a)
hereof.

(m) "Share Election" shall have the meaning set forth in Section 5(b)
hereof.

3. Administration of the Plan.

(a) Member of the Committee. The Plan shall be administered by the
Committee. Members of the Committee shall be appointed from time to time by the
Board, shall serve at the pleasure of the Board and may resign at any time upon
written notice to the Board.

(b) Authority of the Committee. The Committee shall adopt such rules
as it may deem appropriate in order to carry out the purpose of the Plan. All
questions of interpretation, administration, and application of the Plan shall
be determined by a majority of the members of the Committee then in office,
except that the Committee may authorize any one or more of its members, or any
officer of the Company, to execute and deliver documents on behalf of the
Committee. The determination of such majority shall be final and binding in all
matters relating to the Plan. No member of the Committee shall be liable for any
act done or omitted to be done by such member or by any other member of the
Committee in connection with the Plan, except for such member's own willful
misconduct or as expressly provided by statute.

4. Stock Reserved for the Plan. The number of shares of Common Stock
authorized for issuance under the Plan is 300,000, subject to adjustment
pursuant to Section 7 hereof. Shares of Common Stock delivered hereunder may be
either authorized but unissued shares or previously issued shares reacquired and
held by the Company.

5. Terms and Conditions of Grants.

(a) Minimum Grant. Subject to Section 5(e) hereof, each Director shall
automatically receive (subject to a Deferral Election) a number of whole shares
of Common Stock equal in value to fifty percent (50%) of his or her Fees earned
in each calendar year (the "Minimum Grants"). Such shares of Common Stock (and
cash in lieu of fractional shares) shall be transferred in accordance with
Section 5(c) hereof.

(b) Elective Grant. Subject to Section 5(e) hereof, each Director may
make an election (the "Share Election") to receive (subject to a Deferral
Election) any or all of his or her remaining Fees earned in each calendar year
in the form of Common Stock (the "Elective Grants"). The shares of Common Stock
(and cash in lieu of fractional shares) issuable pursuant to a Share Election
shall be transferred in accordance with Section 5(c) hereof. The Share Election
(i) must be in writing and delivered to the Secretary of the Company, (ii) shall
be effective commencing on the date the Secretary receives the Share Election or
such later date as may be specified in the Share Election, and (iii) shall
remain in effect unless modified or revoked by a subsequent Share Election in
accordance with the provisions hereof.

2

(c) Transfer of Shares. Shares of Common Stock issuable to a Director
with respect to Minimum Grants and Elective Grants shall be transferred to such
Director as of the last business day of each calendar month. The total number of
shares of Common Stock to be so transferred (1) in respect of a Minimum Grant,
shall be determined by dividing (a) an amount equal to fifty percent (50%) of
the Director's Fees payable during the applicable calendar month, by (b) the
Fair Market Value of a share of Common Stock on the last business day of such
calendar month, and (2) in respect of an Elective Grant, shall be determined by
dividing (x) the dollar amount of the Director's Fees payable during the
applicable calendar month to which the Share Election applies, by (y) the Fair
Market Value of a share of Common Stock on the last business day of such
calendar month. In no event, shall the Company be required to issue fractional
shares. Whenever under the terms of this Section 5 a fractional share of Common
Stock would otherwise be required to be issued to a Director, an amount in lieu
thereof shall be paid in cash based upon the Fair Market Value of such
fractional share.

(d) Termination of Services. If a Director's services as a Board
member are terminated before the end of a calendar quarter, the Director shall
receive in cash the Fees such Director would otherwise have been entitled to
receive for such quarter in the absence of this Plan.

(e) Commencement of Grants. Notwithstanding anything in this Plan to
the contrary, no Grants shall be effective with respect to Fees to be paid prior
to the requisite approval of this Plan by the stockholders of the Company.

6. Deferral Election.

(a) In General. Each Director may irrevocably elect annually (a
"Deferral Election") to defer receiving all or a portion of the shares of Common
Stock (that would otherwise be transferred upon a Grant) or such Director's Fees
in respect of a calendar year that are not subject to a Grant. Deferral
Elections shall be made in multiples of ten percent. A Director who makes a
Deferral Election with respect to Grants shall have the amount of deferred
shares of Common Stock credited to a "Share Account" in the form of "Share
Units." A Director who makes a Deferral Election with respect to Fees that are
not subject to a Grant shall have the amount of Deferred Fees credited to a
"Cash Account." Collectively, the amounts deferred in a Director's Share Account
and Cash Account shall hereafter be the "Deferred Amounts."

(b) Timing of Deferral Election. The Deferral Election shall be in
writing and delivered to the Secretary of the Company on or prior to December 31
of the calendar year immediately preceding the calendar year in which the
applicable Fees are to be earned; provided, however, that a New Director may
make a Deferral Election with respect to Fees earned subsequent to such election
during the thirty-day period immediately following the commencement of his or
her directorship. A Deferral Election, once made, shall be irrevocable for the
calendar year with respect to which it is made and shall remain in effect for
future calendar years unless modified or revoked by a subsequent Deferral
Election in accordance with the provisions hereof. A Deferral Election may be
changed only with respect to fees earned subsequent to the effective date of
such Election; provided, however,

3

until December 31, 1999, Directors may execute a new Deferral Election to change
the payment commencement date and/or manner of payments for previously Deferred
Amounts.

(c) Cash Dividends and Share Accounts. Whenever cash dividends are
paid by the Company on outstanding Common Stock, there shall be credited to the
Director's Share Account additional Share Units equal to (i) the aggregate
dividend that would be payable on outstanding Shares of Common Stock equal to
the number of Share Units in such Share Account on the record date for the
dividend, divided by (ii) the Fair Market Value of the Common Stock on the last
trading business day immediately preceding the date of payment of the dividend.

(d) Cash Accounts. At the election of a Director, a Director's Cash
Account shall be credited or debited with (i) interest at an annual rate equal
to the sum of the daily interest earned at a rate specified by the Committee and
compounded monthly or (ii) the annual investment return relating to such
investment vehicle or vehicles that the Director chooses from those the
Committee determines to make available, or such combination of (i) and (ii) as
the Director designates at the time of a Deferral Election or a modification
thereof.

(e) Commencement of Payments. Except as otherwise provided in Sections
6(h) and 8(b), a Director's Deferred Amounts shall become payable as soon as
practicable following the earlier to occur of (a) the date the Director
terminates service as a Director or (b) the Director's attainment of age 70
years or such later date designated by the Director in the Deferral Election.

(f) Form of Payments. Subject to a Director's right to convert a Share
Account balance to a Cash Account, all payments from a Share Account shall be
made in shares of Common Stock by converting Share Units into Common Stock on a
one-for-one basis, with payment of fractional shares to be made in cash. All
payments from a Cash Account shall be made in cash.

(g) Manner of Payments. In his or her Deferral Election, each Director
shall elect to receive payment of his or her Deferred Amounts either in a lump
sum or in two to fifteen substantially equal annual installments. In the event
of a Director's death, payment of the remaining portion of the Director's
Deferred Amounts will be made to the Director's beneficiary in a lump sum as
soon as practicable following the Director's death.

(h) Hardship Distribution. Notwithstanding any Deferral Election, in
the event of severe financial hardship to a Director resulting from a sudden and
unexpected illness, accident or disability of the Director or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Director, all as determined by the Committee, a
Director may withdraw any portion of the Share Units in his or her Share Account
or cash in his or her Cash Account by providing written notice to the Secretary
of the Company. All payments resulting from such a hardship shall be made in the
form provided in Section 6(f) above.

4

(i) Designation of Beneficiary. Each Director or former Director
entitled to payment of deferred amounts hereunder from time to time may
designate any beneficiary or beneficiaries (who may be designated concurrently,
contingently or successively) to whom any such deferred amounts are to be paid
in case of the Director's death before receipt of any or all of such deferred
amounts. Each designation will revoke all prior designations by the Director or
former Director, shall be in a form prescribed by the Company, and will be
effective only when filed by the Director or former Director, during his or her
lifetime, in writing with the Secretary of the Company. Reference in this Plan
to a Director's "beneficiary" at any date shall include such persons designated
as concurrent beneficiaries on the Director's beneficiary designation form then
in effect. In the absence of any such designation, any balance remaining in a
Director's or former Director's Share Account at the time of the Director's
death shall be paid to such Director's estate in a lump sum.

(j) Account Transfers. Subject to any applicable corporate policies,
from time to time a Director may convert all or a portion of any Cash Account
balance of the Director into deferred shares of Common Stock credited to the
Director's corresponding Share Account by written notice to the Company. In such
event, and effective as of the date the Company receives such a notice, (i)
there shall be credited to the Director's Share Account a number of Share Units
equal to the number of Share Units specified in the notice or, if such notice
specifies a dollar amount, a number of Share Units equal to such dollar amount
divided by the Fair Market Value on the last trading business day immediately
preceding the date the Company receives such notice and (ii) the Director's Cash
Account shall be debited in an amount equal to the number of Share Units
credited to the Share Account multiplied by the Fair Market Value on the same
trading business day. Subject to any applicable corporate policies, from time to
time a Director with a credit balance in a Share Account may convert all or a
portion of such balance into an amount to be credited to the Director's
corresponding Cash Account by giving written notice to the Company. In such
event, and effective as of the date the Company receives such a notice, (i)
there shall be credited to the Director's Cash Account an amount equal to the
number of Share Units specified in the notice multiplied by the Fair Market
Value on the last trading business day immediately preceding the date the
Company receives such notice and (ii) the Director's Share Account shall be
debited by the number of Share Units specified in the notice.

7. Changes in Capitalization. In the event of any Change in Capitalization,
a proportionate substitution or adjustment may be made in (i) the aggregate
number and/or kind of shares or other property reserved for issuance under the
Plan, (ii) the number and kind of shares or other property to be delivered under
the Plan and (iii) the number and kind of shares or other property held in each
Director's Share Account, in each case as may be determined by the Committee in
its sole discretion. Such other proportionate substitutions or adjustments may
be made as shall be determined by the Committee in its sole discretion. "Change
in Capitalization" means any increase, reduction, change or exchange of shares
of Common Stock for a different number or kind of shares or other securities or
property by reason of a reclassification, recapitalization, merger,
consolidation, reorganization, issuance of warrants or rights, stock dividend,
stock split or reverse stock split, combination or exchange of shares,
repurchase of shares, change in corporate structure or otherwise; or any other
corporate action, such as declaration of a special dividend, that affects the
capitalization of the Company.

5

8. Change of Control.

(a) For purposes of this Plan, a "Change of Control" shall be deemed
to have occurred on the first to occur of any one of the events set forth in the
following paragraphs:

(1) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities acquired
directly from the Company or its Affiliates) representing 25% or more
of either the then outstanding shares of common stock of the Company
or the combined voting power of the Company's then outstanding voting
securities, excluding any Person who becomes such a Beneficial Owner
in connection with a transaction described in clause (i) of paragraph
(3) below; or

(2) the following individuals cease for any reason to constitute
a majority of the number of directors then serving: individuals who,
on January 25, 2002, constitute the Board and any new director (other
than a director whose initial assumption of office is in connection
with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of
directors of the Company as such terms are used in Rule 14a-11 of
Regulation 14A under the Exchange Act) whose appointment or election
by the Board or nomination for election by the Company's stockholders
was approved or recommended by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors on
January 25, 2002 or whose appointment, election or nomination for
election was previously so approved or recommended; or

(3) there is consummated a merger or consolidation of the Company
or any direct or indirect subsidiary of the Company with any other
corporation, other than (i) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either
by remaining outstanding or by being converted into voting securities
of the surviving entity or any parent thereof) at least 60% of the
combined voting power of the voting securities of the Company or such
surviving entity or any parent thereof outstanding immediately after
such merger or consolidation, or (ii) a merger or consolidation
effected to implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in
the securities Beneficially Owned by such Person any securities
acquired directly from the Company or its Affiliates) representing 25%
or more of either the then outstanding shares of common stock of the
Company or the combined voting power of the Company's then outstanding
voting securities; or

6

(4) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets (in one transaction or a
series of related transactions within any period of 24 consecutive
months), other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity, at least 75%
of the combined voting power of the voting securities of which are
owned by stockholders of the Company in substantially the same
proportions as their ownership of the Company immediately prior to
such sale.

Notwithstanding the foregoing, no "Change of Control" shall be deemed
to have occurred if there is consummated any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of the Company immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.

For purposes of the definition of Change of Control, "Affiliate" shall
have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the
Exchange Act; "Beneficial Owner" shall have the meaning set forth in Rule 13d-3
under the Exchange Act; and "Person" shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (iv) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company or (v) any individual, entity or group which
is permitted to, and actually does, report its Beneficial Ownership on Schedule
13G (or any successor schedule); provided that if any such individual, entity or
group subsequently becomes required to or does report its Beneficial Ownership
on Schedule 13D (or any successor schedule), such individual, entity or group
shall be deemed to be a Person for purposes hereof on the first date on which
such individual, entity or group becomes required to or does so report
Beneficial Ownership of all of the voting securities of the Company Beneficially
Owned by it on such date.

(b) Upon the occurrence of a Change of Control, notwithstanding any
provision of this Plan to the contrary,

(i) all Share Units credited to a Share Account shall be
converted into an amount equal to the number of Share Units multiplied by the
Fair Market Value, which amount shall be (1) transferred as soon as possible to
each Director and (B) denominated in (i) such form of consideration as the
Director would have received had the Director been the owner of record of such
shares of Common Stock at the time of such Change of Control, in the case of a
"Change of Control With Consideration" or (2) cash, in the case of a "Change of
Control Without Consideration"; and

7

(ii) fees earned in respect of the calendar quarter in which the
Change of Control occurs, together with all Deferred Amounts credited to a Cash
Account, shall be transferred as soon as practicable in cash to each Director.

For purposes of this Section 8, (I) "Change of Control With
Consideration" shall mean a Change of Control in which shares of Common Stock
are exchanged or surrendered for shares, cash or other property and (II) "Change
of Control Without Consideration" shall mean a Change of Control pursuant to
which shares of Common Stock are not exchanged or surrendered for shares, cash
or other property.

9. Term of Plan. This Plan shall become effective as of the date of
approval of the Plan by the stockholders of the Company, and shall remain in
effect until a Change of Control, unless sooner terminated by the Board;
provided, however, that, except as provided in Section 8(b) hereof, Deferred
Amounts may be delivered pursuant to any Deferral Election, in accordance with
such election, after the Plan's termination. Prior to the effective date of the
Plan, Directors may make the elections provided for herein, but the
effectiveness of such elections shall be contingent upon the receipt of
stockholder approval of the Plan. No transfer of shares of Common Stock may be
made to any Director or any other person under the Plan until such time as
stockholder approval of the Plan is obtained pursuant to this Section 9. In the
event stockholder approval is not obtained, Fees that were not subject to
Deferral Elections shall be paid to the Directors in cash and Fees that were
subject to Deferral Elections shall be deferred pursuant to the Prior Plan.

10. Amendment; Termination. The Board or the Committee may at any time and
from time to time alter, amend, suspend, or terminate the Plan in whole or in
part; provided, however, that (a) no amendment which requires stockholder
approval in order for the exemptions available under Rule 16b-3 of the Exchange
Act, as amended from time to time ("Rule 16b-3"), to be applicable to the Plan
and the Directors shall be effective unless the same shall be approved by the
stockholders of the Company entitled to vote thereon; (b) the provisions of
Section 5(a) hereof shall not be amended more than once every six months, other
than to comport with changes in the Internal Revenue Code of 1986, as amended,
the Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder; and (c) action by the Board shall be required to amend the first
sentence of Section 5(a) hereof. Notwithstanding the foregoing, no amendment
shall affect adversely any of the rights of any Director, without such
Director's consent, under any election theretofore in effect under the Plan.

11. Rights of Directors.

(a) Retention as Director. Nothing contained in the Plan or with
respect to any Grant shall interfere with or limit in any way the right of the
stockholders of the Company to remove any Director from the Board pursuant to
the bylaws of the Company, nor confer upon any Director any right to continue in
the service of the Company as a Director.

(b) Nontransferability. No right or interest of any Director in
Deferred Amounts shall be assignable or transferable during the lifetime of the
Director, either

8

voluntarily or involuntarily, or subjected to any lien, directly or indirectly,
by operation of law, or otherwise, including execution, levy, garnishment,
attachment, pledge or bankruptcy. In the event of a Director's death, a
Director's rights and interests in his or her Deferred Amounts shall be
transferable by testamentary will or the laws of descent and distribution. If in
the opinion of the Committee a person entitled to payments or to exercise rights
with respect to the Plan is disabled from caring for his or her affairs because
of mental condition, physical condition or age, payment due such person may be
made to, and such rights shall be exercised by, such person's guardian,
conservator or other legal personal representative upon furnishing the Committee
with evidence satisfactory to the Committee of such status.

12. General Restrictions.

(a) Investment Representations. The Company may require any director
to whom Common Stock is granted, as a condition of receiving such Common Stock,
to give written assurances in substance and form satisfactory to the Company and
its counsel to the effect that such person is acquiring the Common Stock for his
own account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the Company deems
necessary or appropriate in order to comply with Federal and applicable state
securities laws.

(b) Compliance with Securities Laws. Each Grant shall be subject to
the requirement that, if at any time counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such Grant
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental or regulatory body, is necessary as a condition
of, or in connection with, the issuance of shares thereunder, such Grant may not
be accepted or exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained on
conditions acceptable to the Committee. Nothing herein shall be deemed to
require the Company to apply for or to obtain such listing, registration or
qualification.

13. Withholding. The Company may defer making payments under the Plan until
satisfactory arrangements have been made for the payment of any federal, state
or local income taxes required to be withheld with respect to such payment or
delivery. Each Director shall be entitled to irrevocably elect to have the
Company withhold shares of Common Stock having an aggregate value equal to the
amount required to be withheld. The value of fractional shares remaining after
payment of the withholding taxes shall be paid to the Director in cash. Shares
so withheld shall be valued at Fair Market Value on the regular business day
immediately preceding the date such shares would otherwise be transferred
hereunder.

14. Governing Law. This Plan and all rights hereunder shall be construed in
accordance with and governed by the laws of the State of Delaware.

15. Headings. The headings of sections and subsections herein are included
solely for convenience of reference and shall not affect the meaning of any of
the provisions of the Plan.

9

Exhibit 10(f)

SNAP-ON INCORPORATED
--------------------
SUPPLEMENTAL RETIREMENT PLAN FOR OFFICERS
-----------------------------------------
(As amended January 1, 2001)

SECTION 1 --INTRODUCTION
------------------------

1.1 SNAP-ON INCORPORATED SUPPLEMENTAL RETIREMENT PLAN FOR OFFICERS (the
"Plan") was originally established by Snap-on Incorporated for the benefit of
eligible employees of that corporation and its subsidiaries that adopted the
Plan with that corporation's consent (1/28/94, effective 4/22/94). The Plan is
intended to constitute an unfunded "excess benefit plan" as defined in Section
3(36) of the Employee Retirement Income Security Act of 1974 ("ERISA") and an
unfunded Plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees as
defined in Section 201(2) of ERISA (6/28/91). Benefits payable from the Plan
will be paid solely from the general assets of the Corporation or other
employers under the Plan.

1.2 Effective Date. The "effective date" of the Plan as originally set
forth is August 26, 1983, and the amended version set forth below is effective
January 1, 2001, except that the provisions relating to Elections (as defined
below) shall be effective December 31, 2000.

1.3 Employers. The term "Corporation" means Snap-on Tools Corporation until
such date that name "Snap-on Tools Corporation" is changed to "Snap-on
Incorporated" by shareholder approval, and on such date "Corporation" shall mean
Snap-on Incorporated or any successor thereto. The Corporation and any
subsidiary of the Corporation which adopts the Plan with the consent of the
Corporation is referred to herein individually as an "employer" and collectively
as the "employers" (1/28/94, effective 4/22/94).

1.4 Purpose. The Plan has been established to supplement retirement
benefits provided by the Snap-on Incorporated Retirement Plan ("SIRP") in the
event that benefits provided under the SIRP are limited by the benefit
restrictions imposed under ERISA and/or limited due to participation in Snap-on
Incorporated Deferred Compensation Plan. Notwithstanding any provisions hereof
to the contrary, the Corporation intends that the Supplemental Benefits of each
Participant who was an active employee on October 26, 2001 shall be determined
in a manner consistent with the materials provided to each such Participant in
connection with his Retirement Program Choice Election Form and subject to the
understandings, information, representations, and acknowledgements to which each
such Participant certified on such Form, and the Corporation is authorized, in
its sole discretion, to interpret, to construe, and to recommend to the Board of
Directors the amendment of, any of the terms of the Plan, and to supply any
omissions, for the purpose of carrying out its intentions and, without
limitation, to insure that there are no unintended enhancements of the
Supplemental Benefits provided hereunder.

1.5 Additional Definitions. The following are definitions of terms and
provisions not found elsewhere in the Plan, and certain other terms and
provisions are defined where they first appear:

1

Exhibit 10(f)

1.5.1 "Account-Based Participant" shall mean, collectively, each
employee who becomes a Participant on or after January 1, 2001 who is a
Qualified Account-Based Participant, and each Participant who selected
Option 2 or Option 4 on his Retirement Selection Form.

1.5.2 "Actuarial Equivalent" shall mean a form of benefit differing in
time period, or manner of payment, from the Normal Form of benefit provided
under the Plan, but where the actuarial reserve required to provide such
form of benefit is equal to the actuarial reserve required to provide the
Normal Form of Supplemental Benefit and will be based on the interest
assumptions and the mortality factors set forth in Section 6.12(a) of
Article III of the SIRP; provided, however, that, solely in the case of a
Final-Average Participant, in converting his Normal Form to a different
Available Payment Form, the Plan shall use (i) the mortality table set
forth in Section 6.12(b)(ii) of Article III of the SIRP, and (ii) an
interest rate equal to the greater of (x) the interest rate which would be
used as set forth in Section 6.12(b)(i) of Article III of the SIRP, or (y)
the FAS 87 interest rate at the time, reduced by 1.5%; and provided,
finally, that, notwithstanding the foregoing, for all purposes of Section 8
of the Plan, it shall have the meaning set forth in Subsection 8.4.
Notwithstanding any provision hereof to the contrary, the Corporation shall
have the authority, in its sole discretion, to recommend to the Board of
Directors of the amendment of, the provisions of this subsection 1.5.2 in
any respect effective as of any date occurring after the calendar year
during which such amendment is adopted.

1.5.3 "Annuity Payments" shall mean (i) in the case of a Final-Average
Participant, payment of his Supplemental Benefits in the manner provided in
Subsection 2.3(a), and (ii) in the case of an Account-Based Participant,
payment of his Supplemental Benefits monthly for his lifetime with a
guarantee of total payments equal to the Lump Sum amount of such
Participant's original Supplemental Benefit.

1.5.4 "Available Payment Form" shall mean payment (i) in a Lump Sum,
(ii) in 120, 180 or 240 Installment Payments, or (iii) in Annuity Payments,
each as further described in the "Supplemental Pension Election Form"
furnished to each Participant on or before December 31, 2001.

1.5.5 "Elect", "Election" and similar terms shall mean the timely
filing of a complete and timely executed Election Form with the
Corporation, in which a Participant Elects to have his Supplemental
Benefits paid in an Available Payment Form. Only the last Election Form
filed on or before such Participant's Final Election Date shall be such
Participant's Election. In the absence of a valid Election (as determined
by the Corporation in its sole discretion), a Participant's Supplemental
Benefits will be paid in the Normal Form.

1.5.6 "Election Form" shall mean a written form, prepared and
distributed by the Corporation, on which the Participant may select the
Available Payment Form in which his Supplemental Benefits will be
distributed and such other matters as shall be determined by the
Corporation.

2

Exhibit 10(f)

1.5.7 "Final-Average Participant" shall mean, collectively, each
employee who becomes a Participant on or after January 1, 2001, who is a
Qualified Final-Average Participant, each Participant who selected Option 1
or Option 3 on his Retirement Selection Form, and each Participant on
October 26, 2001 who was not an employee of Snap-on Incorporated or any
subsidiary employer on that date.

1.5.8 "Final Election Date" with respect to selection of the Available
Payment Form shall mean the last day of the calendar year preceding the
calendar year in which a Participant Separates; provided; however, that
notwithstanding the foregoing, each Participant, whose Final Election Date
would otherwise be December 31, 2000, may Elect, on an Election Form filed
on or before December 31, 2000, to postpone his Final Election Date until
any date after December 31, 2001.

1.5.9 "Installment Payment" shall mean payment of a Participant's
Supplemental Benefits in equal payments made on the first day of each
calendar month for a fixed period of calendar months.

1.5.10 "Lump Sum" shall mean payment of a Participant's Supplemental
Benefits in a single payment.

1.5.11 "Normal Form" shall mean payment of a Participant's
Supplemental Benefits (i) in the case of a Final-Average Participant, in an
Annuity Payment, and (ii) in the case of an Account-Based Participant, in a
Lump Sum.

1.5.12 "Participant" shall mean a Final-Average Participant, and an
Account-Based Participant, collectively, except that where it is necessary
or appropriate to identify a particular category of Participant, there will
be an appropriate specific reference.

1.5.13 "Retirement Date" shall mean the date on which a Participant
retires as determined in Subsection 2.3(c).

1.5.14 "Separates" and "Separation" shall mean a Participant's
termination of employment with Snap-on Incorporated and any subsidiary
employer for any reason (including death or disability).

1.5.15 "Supplemental Benefits" shall mean the retirement benefit which
the Participant has earned under Subsection 2.2.

1.5.16 "Qualified Account-Based Participant" shall mean each
Participant who is participating in the Account-Based Component of the
SIRP.

1.5.17 "Qualified Final-Average Participant" shall mean each
Participant who is participating in the Final Average Pay Component of the
SIRP.

1.5.18 "Retirement Selection Form" shall mean the form entitled "Your
Snap-on Retirement Program Choice Election Form" provided to each
Participant who became and employee of Snap-on Incorporated or any
subsidiary employer prior to January 1, 2001 and continued to be such an
employee on October 26, 2001.

3

Exhibit 10(f)

1.5.19 "Adjusted Benefits" shall mean the benefits payable to a
Participant under the SIRP expressed in a form, and subject to the
adjustments, which the Corporation determines are required to enable the
Corporation to calculate the Supplemental Benefits hereunder.

SECTION 2 -- PARTICIPATION AND SUPPLEMENTAL BENEFITS
----------------------------------------------------

2.1 Eligibility. Each employee of Snap-on Incorporated or any subsidiary
employer who was a Participant in the Plan will continue to be eligible to
participate in the Plan in accordance with the terms of the Plan. Each employee
of the Corporation will become a Participant in the Plan and eligible for
benefits in accordance with Subsection 2.2, provided that such Participant meets
the following requirements:

(a) The employee is an elected officer of the Corporation, as
determined under the Bylaws of the Corporation; and (1/28/94, effective
4/22/94)

(b) Such employee is a member of the SIRP (1/28/94, effective
4/22/94).

2.2 Supplemental Benefits. Supplemental benefits payable to or on behalf of
a Participant under the Plan shall be calculated as of his Retirement Date and
(i) in the case of a Final-Average Participant shall be equal to the difference
(if any) between (w) the retirement income or the pre-retirement spouse's
benefit, computed for the Participant (and, if such Final-Average Participant is
a Qualified Account-Based Participant, computed as though he were a Qualified
Final-Average Participant) or his surviving spouse in accordance with the
provisions of the Final Average Pay Component of the SIRP (disregarding any
benefit or compensation limitations contained in ERISA and/or limited due to
participation in Snap-on Tools Corporation Deferred Compensation Plan)
(6/28/91), and (x) the Adjusted Benefit which is actually payable under the
SIRP; and (ii) in the case of an Account-Based Participant, shall be equal to
the difference (if any) between (y) the full amount of the Participant's Account
Balance computed for the Participant (and, if such Account-Based Participant is
a Qualified Final-Average Participant, computed as though he were a Qualified
Account-Based Participant) in accordance with the provisions of the
Account-Based Component of the SIRP as though such Account-Based Participant had
elected to participant in the Account-Based Component on July 1, 2001, except
that (A) in computing such Account-Based Participant's Opening Account Balance
there shall be substituted, for such Account-Based Participant's "final average
accrued benefit" in Section 4.4 of Article II of the SIRP, the amount which
would be determined under (i) (w) of this Subsection 2.2 if such Account-Based
Participant were a Final-Average Participant and his Retirement Date was June 30
2001; and (B) his Earnings under Section 4.5 of Article II of the SIRP were
determined without regard to the last sentence thereof, and (z) the Adjusted
Benefit which is actually payable under the SIRP; in each case subject to the
following limitations:

4

Exhibit 10(f)

(a) Should employment of any person other than Robert A. Cornog
continue after service as an officer terminates, retirement benefits under
this Plan will not accrue after the calendar year in which service as an
officer terminates. Effective October 27, 2000, Robert A. Cornog's
retirement benefits under this Plan will accrue through March 31, 2002 as
if he were an officer through March 31, 2002, regardless of his actual
status as an officer after October 27, 2000 (April 26, 1985) (October 27,
2000).

(b) The maximum Supplemental Benefits payable annually under this Plan
for any Participant who retired under the Plan prior to January 28, 1994
are limited to $150,000 (1/28/94).

(c) Supplemental Benefits will be payable in accordance with
Subsection 2.3.

(d) Deferred compensation will be considered as eligible earnings only
for the year payment is deferred for purposes of determining retirement
benefits (8/22/86).

(e) For purposes of calculating the Supplemental Benefits (i) for
Robert A. Cornog, two (2) years of credited service, and (ii) for Dale
Elliot, one and one-half years of credited service, shall be credited for
each year of his credited service under the SIRP for both accrual and
vesting purposes, and notwithstanding anything in the Plan to the contrary
except this Subsection 2.2(e), effective October 27, 2000, Robert A. Cornog
shall be deemed to have remained employed by the Corporation through March
31, 2002 at the rate of compensation in effect with respect to Robert A.
Cornog through March 31, 2002 (or on such earlier date, if any, that Robert
A. Cornog terminates his employment with the Corporation); provided,
however, that Robert A. Cornog's Transition Payment (as defined in
Paragraph 2 of the Retention and Recognition Agreement dated October 27,
2000 between Robert A. Cornog and the Corporation (the "Retention
Agreement") will not be considered as compensation for purposes of this
Plan. Supplemental Benefits for Robert A. Cornog under this Plan shall be
calculated in a manner that is consistent with the Retention Agreement.
(June 25, 1992) (October 27, 2000).

Notwithstanding the forgoing, the amendment of this Plan as provided under
Subsection 1.2 shall not reduce a Participant's Supplemental Benefits accrued
prior to December 31, 2000 in violation of Section 6.

Notwithstanding anything in this Section to the contrary, Robert A. Cornog shall
be a Participant in this Plan through March 31, 2002 without regard to whether
he is an officer after October 27, 2000.

Notwithstanding any provision hereof to the contrary, in making the calculations
relating to the comparison of benefits under the SIRP to benefits computed by
disregarding any benefit or compensation limitations contained in ERISA and/or
limited due to participation in Snap-on Tools Corporation's Deferred
Compensation Plan, the Corporation, in its sole discretion, shall adopt such
procedures and assumptions as it shall deem appropriate to carry out the intent
of this Plan, but shall treat persons similarly situated in a similar manner.

5

Exhibit 10(f)

2.3 Payment of Benefits. Subject to the provisions of this Plan,
Supplemental Benefits shall be payable to or on behalf of a Participant,
commencing on his or her Retirement Date. Supplemental Benefits will be paid in
the Normal Form unless the Participant has Elected a different Available Payment
Form on or before such Participant's Final Election Date, in which case they
will be paid in accordance with such Election.

(a) Normal Form For Final-Average Participant. The Normal Form of
Supplemental Benefits payments to a Final-Average Participant who retires
on a normal, deferred or early Retirement Date will be made monthly, will
commence on his Retirement Date and (i) will continue thereafter for life;
(ii) if the Final-Average Participant dies within a period of five years
after his Retirement Date, a continuing payment of the same amount will be
made to his eligible spouse (as defined in Subsection 5.2) if then
surviving, or if such eligible spouse is not living or dies prior to the
expiration of such five-year period, to his beneficiary, for the balance of
said period; and (iii) if, at the later to occur of the death of a retired
Final-Average Participant or the completion of the applicable five-year
period specified in (ii) of this Subsection 2.3(a), such Final-Average
Participant's eligible spouse (as defined in Subsection 5.2) is living,
such spouse shall be entitled to receive a monthly supplemental benefit on
the first day of the next month, equal to 50 percent of the monthly
supplemental benefit which the Final-Average Participant or such eligible
spouse was receiving on such date and continuing on the first day of each
month thereafter with the last payment being the payment due on the first
day of the month in which such spouse's death occurs. If such spouse is
more than ten years younger than the Final-Average Participant, the amount
of monthly benefit payable to such spouse shall be reduced by an
appropriate percentage (determined actuarially) for each full month by
which such spouse's age is more than ten years less than the Final-Average
Participant's age.

(b) Normal Form For Account-Based Participant. The Normal Form of
Supplemental Benefit payments to an Account-Based Participant on his
Retirement Date will be payment in a Lump Sum.

(c) Retirement Date. For all purposes of this Plan, the "Retirement
Date" of each Participant shall be (i) in the case of a Final-Average
Participant, the first day of the month coincident with or next following
the date as of which such Final-Average Participant actually retires or is
retired from the employ of all of the employers (x) on or after attaining
age 65 years, (y) on or after attaining age 50 years if he has completed
ten or more years of continuous employment under the SIRP, or (z) on the
date he is retired because of total and permanent disability if he has
completed ten or more years of continuous employment under the SIRP; and
(ii) in the case of an Account-Based Participant, the first day of the
month coincident with or next following the date of his Separation;
provided, further, that if such Participant has filed a proper and timely
deferral Election Form, it shall mean the January 1st as therein selected.

(d) Pre-retirement Spouse's Benefit and Other Death Benefit. In the
event a Participant who has elected to receive his Supplemental Benefits in
the Normal Form at the time of his death, and who has a spouse to whom he
is legally married at the time he satisfied the requirements of Subsection
2.3(c)(i)(y) above dies leaving an eligible

6

Exhibit 10(f)

spouse, there shall be payable to such Final-Average Participant's eligible
spouse the supplemental amount that would have been payable to his spouse
under Subsection 2.3(a)(iii) above had the Participant retired on the first
day of the month coincident with or next following the month in which his
death occurred, had received payment commencing on such date in the form
described in Subsections 2.3(a) for a period of five years and then died.
Such monthly spouse's benefit will be paid to such spouse on the first day
of the month coincident with or next following the date of the
Final-Average Participant's death and will be payable on the first day of
each month thereafter, with the final payment being the payment due on the
first day of the month in which such spouse's death occurs. In the event a
Participant is a Final-Average Participant who has elected to receive his
Supplemental Benefit in a Lump Sum or in Installment Payments on the date
of his death, or is an Account-Based Participant, and in either case, has a
spouse to whom he is legally married at the date of his death, there shall
be payable to such eligible spouse or, in the absence of an eligible
spouse, to his beneficiary, the full amount of his or her Supplemental
Benefits in the form the Participant has Elected or, in the absence of an
Election by an Account-Based Participant, in the Normal Form. Without
limiting the generality of the forgoing, subsequent to the commencement of
payments in any Available Payment Form, the provisions of this Section
2.3(d) shall have no applicability or effect, and all death benefit
payments, if any, will be determined in accordance with the terms of such
Available Payment Form.

The computation and payment of such benefits by the Corporation shall be
conclusive on the Participant, his eligible spouse and his beneficiary
(6/23/89).

Notwithstanding the provisions of Subsections 2.3(a)(iii) and 2.3(d), if Robert
Cornog is a Final-Average Participant and has not Elected to receive his
Supplemental Benefits in other than the Normal Form, and if the amount payable
to the surviving spouse of Robert Cornog in the form of payment specified
therein is less than $50,000 per year, the minimum amount payable to such
spouse, pursuant to whichever of such Subsections, if any, apply, on an annual
basis shall be $50,000 (6/25/92).

Notwithstanding anything in this Section to the contrary, a Participant will be
allowed to elect on or before December 31, 2000 to defer to 2002 the payment of
all Supplemental Benefits that might otherwise be payable in 2001.

2.4 Benefits Provided by Employers. Benefits under this Plan paid to a
Participant, his surviving spouse or his beneficiary may be paid directly by the
Participant's employer. No employer shall be required to segregate any assets or
establish any trust or fund to provide for the payment of benefits under this
Plan(6/23/89).

SECTION 3 -- OTHER EMPLOYMENT
-----------------------------

3.1 A Participant or other person receiving Supplemental Benefits under the
Plan will continue to be entitled to receive such payments regardless of other
employment or self-employment.

7

Exhibit 10(f)

SECTION 4 -- FORFEITURE FOR CAUSE
---------------------------------

4.1 Notwithstanding any provisions of the Plan to the contrary, a retired
officer will be disqualified for benefits under this Plan if he, during his term
of employment with the Corporation, or within two years of the date his
employment terminates:

(a) Uses or discloses trade secrets for the benefit of someone other
than the Corporation or its subsidiaries;

(b) Embezzles or steals cash or other property of the Corporation or
its subsidiaries or performs other similar dishonest acts against the
Corporation or its subsidiaries; or

(c) Enters into a business in direct competition with the Corporation
or its subsidiaries as either an employee, director, proprietor,
consultant, partner or joint venturer of such business (1/6/84).

SECTION 5 -- GENERAL
--------------------

5.1 Administration. The Plan will be administered by the Corporation. The
Board of Directors of the Corporation will designate the person or persons
authorized to act on behalf of the Corporation in the administration of the
Plan.

5.2 Spouse or Beneficiary. Any benefits payable to an eligible spouse or
beneficiary under the Plan shall be paid to such spouse or beneficiary eligible
to receive the Participant's benefits under the SIRP as provided in Subsection
2.3 or, if no such beneficiary as been designated, to the Participant's estate.
For purposes of this Plan, an "eligible spouse" of a Participant is a spouse of
the Participant as of the Participant's Retirement Date (or, if applicable, the
Participant's date of death) resulting from a legally recognized marriage
(6/23/89).

5.3 Interests Not Transferable. Except as to any withholding of tax under
the laws of the United States or any state, the interest of any Participant or
other person under the Plan shall not be subject to the claims of creditors and
may not be voluntarily or involuntarily sold, transferred, assigned, alienated
or unencumbered.

5.4 Facility of Payment. Any amounts payable hereunder to any person under
legal disability or who, in the judgment of the Corporation, is unable to
properly manage his financial affairs may be paid to the legal representative of
such person (6/23/89).

5.5 Gender and Number. Words in the masculine gender shall include the
feminine gender and, where the context admits, the plural shall include the
singular and the singular shall include the plural.

5.6 Controlling Law. Except to the extent superseded by the laws of the
United States, the laws of Wisconsin shall be controlling in all matters
relating to the Plan.

5.7 Successors. This Plan is binding on each employer and will inure to the
benefit of any successor of an employer, whether by way of purchase, merger,
consolidation or otherwise.

8

Exhibit 10(f)

5.8 Not a Contract. This Plan does not constitute a contract of employment,
and shall not be construed to give any Participant the right to be retained in
any employer's employ. No Participant shall have any rights under this Plan
except those specifically provided herein. Such Participant shall not have any
right or security interest in any specific asset of the employers or any trust,
it being understood that any assets set aside shall be available for the claims
of an employer's creditors (6/23/89).

5.9 Litigation by Participant. If a legal action relating to the Plan is
begun against the Corporation or an employer by or on behalf of any person, or
if a legal action arises because of conflicting claims to a Participant's or
other person's benefits, the cost to the Corporation or the employer of
defending the action shall be charged to the extent permitted by law to the sum,
if any, which were involved in the action or were payable to the Participant or
other person concerned, or to the Supplemental Benefits payable to the
Participant under the Plan.

SECTION 6 -- AMENDMENT AND TERMINATION
--------------------------------------

6.1 While the Corporation expects to continue the Plan indefinitely, the
right to amend or terminate the Plan by action of the Board of Directors of the
Corporation (or by action of those to whom the Board of Directors of the
Corporation has delegated in writing the power to amend the Plan) is hereby
reserved, provided that in no event shall any Participant's Supplemental
Benefits accrued to the date of such amendment or termination be reduced or
modified by such action except where an amendment is made at the recommendation
of the Corporation made pursuant to an express authority hereunder to make such
recommendations. Any Supplemental Benefits accrued to the date of such amendment
or termination shall be payable under Subsection 2.3 (8/28/87)(6/23/89).

SECTION 7 -- ADDITIONAL SPECIAL RESTRICTIONS (1/1/96)
-----------------------------------------------------

7.1 Effective Date and Overriding Provisions. The following provisions of
this Section 7 shall become effective on a "restricted date" (as defined in
Subsection 7.6 below) and, upon becoming effective, shall remain effective until
the following related unrestricted date and, during that period, shall supersede
any other provisions of the Plan to the extent necessary to eliminate any
inconsistencies between the provisions of this Section 7 and any other
provisions of the Plan, including any exhibits and supplements thereto.

7.2 Prohibitions Against Mergers and Termination, Restrictions on
Amendment. During the period beginning on a restricted date and ending on the
following related unrestricted date, (i) the Plan may not be merged into any
other plan or terminated, (ii) no amendment of the Plan which would reduce the
accrual of benefits or change participation or vesting requirements to the
detriment of existing Participants in the Plan immediately prior to the
restricted date shall be permitted, and (iii) the provisions of Subsection
2.2(a) shall not apply with respect to any employee whose service as an officer
ceases during such period.

7.3 Subsidiaries and Affiliates. For purposes of this Section 7, a
"subsidiary" of the Corporation means any corporation more than 50 percent of
the voting stock of which is owned, directly or indirectly, by the Corporation.
An "affiliate" of the Corporation means any

9

Exhibit 10(f)

individual, corporation, partnership, trust or other entity which controls, is
controlled by, or is under common control with the Corporation.

7.4 Prohibition Against Amendment. Except as otherwise required by law, the
provisions of this Section 7 may not be amended, deleted or superseded by any
other provision of the Plan, during the period beginning on a restricted date
and ending on the related unrestricted date.

7.5 Timing and Method of Distribution. During the period beginning on a
restricted date and ending on the following related unrestricted date, the
timing and methods of distributions of benefits payable to or on behalf of a
Participant under the Plan and the determination of Actuarially Equivalent
values shall be governed by the applicable provisions of the Plan as in effect
on the date immediately preceding the restricted date.

7.6 Restricted and Unrestricted Dates. For purposes of this Section 7, the
term "restricted date" means the date on which either a Change of Control (as
defined in Subsection 7.7) or a Potential Change of Control (as defined in
Subsection 7.8) occurs. An "unrestricted date" means (1) in the case of a
restricted date which occurs by reason of a Change of Control, the last day of
the five year period following such Change of Control or (2) in the case of a
restricted date occurring by reason of a Potential Change of Control, the last
day of the six-month period following such Potential Change of Control."

7.7 Change of Control. For purposes of this Plan, a "Change of Control"
shall be deemed to have occurred on the first to occur of any one of the events
set forth in the following paragraphs:

(i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the securities
Beneficially Owned by such Person any securities acquired directly from the
Company or its COC Affiliates) representing 25% or more of either the then
outstanding shares of common stock of the Company or the combined voting
power of the Company's then outstanding voting securities, excluding any
Person who becomes such a Beneficial Owner in connection with a transaction
described in clause (A) of paragraph (iii) below; or

(ii) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on
January 25, 2002, constitute the Board and any new director (other than a
director whose initial assumption of office is in connection with an actual
or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company as such
terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act)
whose appointment or election by the Board or nomination for election by
the Company's shareholders was approved or recommended by a vote of at
least two-thirds (2/3) of the directors then still in office who either
were directors on January 25, 2002 or whose appointment, election or
nomination for election was previously so approved or recommended; or

10

Exhibit 10(f)

(iii) there is consummated a merger or consolidation of the Company or
any direct or indirect subsidiary of the Company with any other
corporation, other than (A) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or any parent thereof) at least 60% of the combined voting power of
the voting securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation, or (B)
a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company (not
including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its COC Affiliates)
representing 25% or more of either the then outstanding shares of common
stock of the Company or the combined voting power of the Company's then
outstanding voting securities; or

(iv) the shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets (in one transaction or a series
of related transactions within any period of 24 consecutive months), other
than a sale or disposition by the Company of all or substantially all of
the Company's assets to an entity, at least 75% of the combined voting
power of the voting securities of which are owned by shareholders of the
Company in substantially the same proportions as their ownership of the
Company immediately prior to such sale.

Notwithstanding the foregoing, no "Change of Control" shall be deemed to have
occurred if there is consummated any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of the Company immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.

For purposes of this definition of Change of Control, "COC Affiliate" shall have
the meaning of "affiliate," as set forth in Rule 12b-2 promulgated under Section
12 of the Exchange Act; "Beneficial Owner" shall have the meaning set forth in
Rule 13d-3 under the Exchange Act; and "Person" shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof, except that such term shall not include (i) the Company or any of
its subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its COC Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (iv) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company or (v) any individual, entity or group which
is permitted to, and actually does, report its Beneficial Ownership on Schedule
13G (or any successor schedule); provided that if any such individual, entity or
group subsequently becomes required to or does

11

Exhibit 10(f)

report its Beneficial Ownership on Schedule 13D (or any successor schedule),
such individual, entity or group shall be deemed to be a Person for purposes
hereof on the first date on which such individual, entity or group becomes
required to or does so report Beneficial Ownership of all of the voting
securities of the Company Beneficially Owned by it on such date.

7.8 Potential Change of Control. A "Potential Change of Control" shall be
deemed to have occurred if:

(a) the Corporation enters into an agreement, the consummation of
which would result in the occurrence of a Change of Control;

(b) the Corporation or any person publicly announces an intention to
take or to consider taking actions which, if consummated, would constitute
a Change of Control;

(c) any person becomes the beneficial owner, directly or indirectly,
of securities of the Corporation representing 15% or more of either the
then outstanding shares of common stock of the Corporation or the combined
voting power of the Corporation's then outstanding voting securities; or

(d) the Board adopts a resolution to the effect that, for purposes of
this plan, a Potential Change of Control has occurred.

SECTION 8 -- PAYMENT OF BENEFITS DURING CREDIT RATING LIMITATION
----------------------------------------------------------------
PERIOD(10/22/99)
----------------

8.1 Effective Date and Overriding Provisions. The following provisions of
this Section 8 shall become effective upon the occurrence of a "Credit Rating
Limitation Date" (as defined in Subsection 8.2 below) and, upon becoming
effective, shall remain effective until a subsequent "Credit Rating Delimitation
Date" (as defined in Subsection 8.2 below) and, during the "Credit Rating
Limitation Period" (as defined in Subsection 8.2 below) shall supersede any
other provisions of the Plan, other than Section 7, to the extent necessary to
eliminate any inconsistencies between the provisions of this Section 8 and any
other provisions of the Plan, other than Section 7, including any exhibits and
supplements thereto.

8.2 Credit Rating Limitation and Delimitation Dates. For purposes of this
Section 8, the term "Credit Rating Limitation Date" means the date on which the
Corporation's debt rating drops below an Investment Grade Rating. "Investment
Grade Rating" means a rating at or above Baa3 by Moody's Investors Services,
Inc. (or its successors) or a rating at or above BBB by Standard & Poor's
Corporation (or its successors). Only one such rating at the required level is
necessary for the Corporation to have an Investment Grade Rating for purposes of
this Section 8. If either or both of these ratings cease to be available then an
equivalent rating from a nationally prominent rating agency shall be substituted
by the Corporation. For purposes of this Section 8, the term "Credit Rating
Delimitation Date" means the date on which the Company's debt rating achieves an
Investment Grade Rating after having previously lost such rating. The period of
time commencing on a Credit Rating Limitation Date and ending on a Credit Rating
Delimitation Date shall be the "Credit Rating Limitation Period."

12

Exhibit 10(f)

8.3 Benefit Payment Provisions. Upon the occurrence of a Credit Rating
Limitation Date and on each December 31 after such date occurring during the
Credit Rating Limitation Period, and prior to the occurrence of a Credit Rating
Delimitation Date, a single sum payment shall be made immediately to each
Participant under the Plan of the amount by which the "Actuarial Equivalent" (as
defined in Subsection 8.4 below) of (a) exceeds the sum of (b) plus (c):

(a) The amount determined in Subsection 2.2(i) (as limited by all of
Subsection 2.2) based upon the assumptions that (1) the Participant has a
nonforfeitable right to the Participant's benefit from the SIRP, (2) the
Participant incurs a Separation as of the date of determination, and (3)
benefits payable from the SIRP would commence upon the earliest payment
date allowed under the SIRP immediately following such termination of
employment.

(b) The Actuarial Equivalent of the amount, if any, determined in
Subsection 2.2(ii) (as limited by all of Subsection 2.2) based upon the
same assumptions as in Subsection 8.3(a) above.

(c) The Actuarial Equivalent of the amount paid to such Participant
based on any prior determination date pursuant to this Subsection 8.3.

8.4 Actuarial Equivalent. Actuarial Equivalent means an amount equal in
value to the benefit replaced as determined with respect to a single sum
distribution under Section 8 by using the average thirty (30) year Treasury rate
for the second full calendar month preceding the first day of the calendar
quarter in such year that contains the determination date as of which the single
sum distribution is being determined, as specified by the Commissioner of the
Internal Revenue Service in the Internal Revenue Bulletin, and the mortality
table prescribed by the Secretary of the Treasury in revenue rulings, notices,
or other guidance pursuant to Section 807(d)(5)(A) of the Internal Revenue Code
that has been published in the Internal Revenue Bulletin as of the date such
single sum distribution is being determined.

8.5 Supplemental Benefits In Payment Status During Credit Rating Limitation
Period. During a Credit Rating Limitation Period the Actuarial Equivalent
payment of any unpaid Supplemental Benefits in payment status under this Plan
shall be made immediately to the Participant or other appropriate recipient in a
single sum amount.

8.6 No Duplication of Benefits. Under no circumstances shall a Participant
receive duplicate payment of Supplemental Benefits under the Plan. Entitlement
to periodic or other payment of Supplemental Benefits is canceled when such
benefits are paid out in accordance with this Section 8.

13

SNAP-ON INCORPORATED

SPLIT-DOLLAR INSURANCE PLAN

AGREEMENT FOR _________________

1. Introduction. This Agreement is a component of the Snap-on
Incorporated Split-Dollar Insurance Plan ("Plan"). Snap-on Incorporated, as an
inducement to continued employment of executives designated to participate in
the Plan, wishes to assist them with their personal life insurance program. The
Plan is intended to qualify as a life insurance employee benefit as described in
Revenue Ruling 64-328.

2. Definitions.

(a) "Change of Control" shall have the meaning given it in
Section ____ of the ___________ Agreement.

(b) "Company" means Snap-on Incorporated, a Delaware corporation,
with offices in Kenosha, Wisconsin.

(c) "Early Retirement" shall have the meaning given it in the
Company's Retirement Plan for Administrative and Field Employees except that the
Insured shall only have to satisfy the age requirements of such term.

(d) "Effective Date" shall have the meaning given it in Section
____ of the __________ Agreement.

(e) "Insured" means ____________.

(f) "Insurer" means Northwestern Mutual Life.

(g) "Owner" means ______________, who may or may not be the same
person as the Insured.

(h) "Permanent Disability" shall have the meaning given it in the
Company's Health Benefit Plan for Administrative and Field Employees.

(i) "Policy Interest" means the interest of the Company in a
Policy. Policy Interest is an amount equal to the total premiums paid by the
Company with respect to that Policy.

(j) "Policy" means a policy of insurance on the life of the
Insured issued by the Insurer and listed on Exhibit A attached hereto together
with any supplementary contracts issued by the Insurer in conjunction therewith.

(k) "Retirement" shall have the meaning given it in the Company's
Retirement Plan for Administrative and Field Employees.

(l) "___________ Agreement" means the __________ Agreement dated
_____________, between the Company and the Insured, including any amendments
thereto or successor agreements.

(m) "Termination of Employment" shall have the meaning given it
in Section ______ of the ___________ Agreement without regard for any time
limits specified in such definition.

3. Premium Payments.

(a) Commencing with the date of this Agreement, the Company
agrees to pay successive annual premium payments on each Policy as listed on
Exhibit A as they become due.

(b) The Company's obligation to make future premium payments
under Section 3(a) shall terminate if the Insured's employment is terminated
prior to the Effective Date for any reason other than (i) Retirement at normal
retirement age, (ii) Early Retirement or (iii) Permanent Disability.

(c) The Company's obligation to make future premium payments
under Section 3(a) shall terminate if the Insured's employment is terminated
after the Effective Date for any reason other than (i) Retirement at normal
retirement age, (ii) Early Retirement, (iii) Permanent Disability or (iv)
Termination of Employment.

(d) Policy dividends shall be applied to purchase paid-up
additional insurance protection.

(e) The Insured shall, as a condition of Owner's participation in
this Plan, execute a limited waiver of participation in the Company's group term
life insurance plan, evidenced by filing with the Company a waiver in
substantially the form attached hereto.

4. Policy Ownership.

(a) Except as provided in Section 4(b), the Owner shall be the
sole and exclusive owner of each Policy. This includes all the rights of "owner"
under the terms of each Policy, including but not limited to the right to
designate beneficiaries and select settlement options.

(b) In exchange for the Company's payment of its premium
contribution for a Policy under Section 3, the Owner shall assign to the Company
the following limited ownership rights in that Policy:

(1)  The right to recover its Policy Interest from the cash
value of a Policy in the event of the termination of
this Agreement as provided in Section 5.

-2-

(2)  The right to recover its Policy Interest from the
proceeds of a Policy in the event of the Insured's
death.

(c) To secure the Company's interest in a Policy the Owner shall
execute an Assignment of the Policy to the Company in substantially the form
attached hereto as Exhibit B.

(d) It is agreed that benefits will be paid under a Policy by the
Insurer only by separate checks to the parties entitled thereto.

5. Termination of Plan.

(a) This Agreement shall be terminated upon the first to occur
of:

(1)  The death of the Insured.

(2)  The sixteenth (16th) anniversary of the issuance of a
Policy (but the Agreement shall only terminate with
respect to that Policy).

(3)  The date on which the Owner gives notice in writing to
the Company of the termination.

(4)  Termination of the Company's premium payment obligation
under Section 3(a) pursuant to Section 3(b) or 3(c).

(b) In the event of termination of this Agreement the Owner
shall, at its election:

(1)  Repay to the Company within 60 days of the date of
termination an amount equal to the Company's Policy
Interest. Or,

(2)  Execute any and all instruments that may be required to
vest ownership of Policy in the Company. Thereafter,
Owner shall have no further interest in the Policy and
shall have no further obligation to the Company.

6. Funding Upon a Change of Control.

(a) In the event that a Change of Control of the Company occurs
and a Rating Event has not occurred, the Company shall immediately transfer to
the Snap-on Incorporated Master Split-Dollar Insurance Plan Trust dated August
1, 2000, or any successor thereto (the "Trust") an amount equal to the aggregate
unpaid premiums required to be paid by

-3-

the Company under Section 3(a) assuming no termination of the Agreement under
Sections 3(c), 5(a)(1) or 5(a)(3).

(b) The Trust is an administrative and funding vehicle for the
Company's general assets contributed to the Trust for the purpose of ultimately
satisfying obligations under this Agreement. In the event that the Company
transfers assets to the Trust for the express purpose of ultimately satisfying
its obligations under this Agreement then, subject to the terms of the Trust and
limited by assets available and held by the Trustees of the Trust for the
purpose of funding the benefits provided by this Agreement, payments may be made
from such Trust in satisfaction of Company's obligations hereunder. The transfer
of assets by the Company to the Trust for this purpose shall not increase,
decrease or vary in any way the rights and obligations of the parties to this
Agreement, nor shall the Insured or the Owner have any ownership rights with
respect to such assets nor shall the assets be treated as a trust fund of any
kind for the benefit of any such person; provided that as and when any such
payment is required to be made hereunder, the Owner may, subject to the terms of
the Trust and limited by the terms of this Agreement, require such payments to
be made from the Trust. The Owner may enforce and obtain satisfaction of such
payment rights against the assets held by the Trust for the purpose of
satisfying such obligations of the Company.

7. The Insurer shall be bound only by the provisions of and
endorsements on a Policy, and any payments made or action taken by it in
accordance therewith shall fully discharge it from all claims, suits and demands
of all persons whatsoever. It shall in no way be bound by or be deemed to have
notice of the provisions of this Agreement.

8. This Agreement may be amended at any time by the Owner and the
Company. Such amendment shall be in writing and signed by the Chairman of the
Organization and Executive Compensation Committee on behalf of the Company and
by the Owner.

9. This Agreement shall bind and inure to the benefit of the Company
and its successors and assigns; Owner and its successor trustees and
beneficiaries; and any Policy beneficiary.

10. Funding Upon a Rating Event.

(a) In the event that a Rating Event (as defined below) occurs,
the Company shall immediately transfer to the Snap-on Incorporated Delaware
Benefits Trust dated February 1, 2000, or any successor thereto, an amount equal
to the aggregate unpaid premiums required to be paid by the Company under
Section 3(a) of this Agreement.

(b) The term "Rating Event" means the date on which the Company's
debt rating drops below an Investment Grade Rating. "Investment Grade Rating"
means a rating at or above Baa3 by Moody's Investors Service, Inc. (or its
successors) or a rating at or above BBB by Standard & Poor's Corporation (or its
successors). Only one such rating at the required level is necessary for the
Company to have an Investment Grade Rating for purposes of this Section. If
either or both of these ratings cease to be available then an

-4-

equivalent rating from a nationally prominent rating agency shall be substituted
by the Company.

(c) The Company's satisfaction of its obligation under Section
10(a) in the event that a Rating Event occurs shall completely discharge its
payment obligations under Sections 3 and 4 of this Agreement.

IN WITNESS WHEREOF the parties have signed and sealed this Agreement
this ____ day of ___________, 2002.

In the presence of                     SNAP-ON INCORPORATED
--------------------

By                            
----------------------------------       --------------------------------------

Its

OWNER

----------------------------------     ----------------------------------------

-5-

EXHIBIT A

EXHIBIT B

COLLATERAL ASSIGNMENT FORM

SNAP-ON INCORPORATED SPLIT-DOLLAR INSURANCE PLAN

Insurer: Northwestern Mutual Life

Insured: ______________________

Policy No.        ______________________

FOR VALUE RECEIVED, THIS ASSIGNMENT is made by the undersigned Owner
effective this ____ day of __________________, 2002.

1. Definitions.

(a) "Assignee" means Snap-on Incorporated, a Delaware
corporation, of Kenosha, Wisconsin.

(b) "Insured" means _______________.

(c) "Insurer" means Northwestern Mutual Life.

(d) "Owner" means _______________.

(e) "Policy" means the following policy or policies of insurance
issued by the Insurer on the life of the Insured, together with any
supplementary contracts issued in conjunction therewith:

Policy Number _________        Face Amount $_________________

(f) "Policy Interest" means the Assignee's "Policy Interest" as
set forth in the Split-Dollar Plan. The Insurer shall be entitled to rely on the
Assignee's certification of the amount of its Policy Interest.

(g) "Split-Dollar Plan" means that certain plan of even date
herewith, between the Owner and the Assignee. The Insurer is not bound by nor
deemed to have notice of the provisions of the Split-Dollar Plan.

2. Introduction. Under the Split-Dollar Plan, the Assignee has agreed
to assist the Owner in payment of premiums on the Policy. In consideration of
such premium payments by the Assignee, the Owner grants herein to the Assignee
certain limited interests in the Policy.

3. Assignment. The Owner hereby assigns, transfers and sets over to
the Assignee, its successors and assigns, the following specific rights in the
Policy and subject to the following terms and conditions:

(a) The right to obtain one or more loans or advances on the
Policy to the extent of its Policy Interest, and to pledge or assign the Policy
for such loans and advances.

(b) The right to recover its Policy Interest from the cash value
of the Policy in the event of the Policy's surrender by the Owner.

(c) The right to recover its Policy Interest from the proceeds of
the Policy in the event of the Insured's death.

4. Insurer. The Insurer is hereby authorized to recognize, and is
fully protected in recognizing:

(a) The claims of the Assignee to rights hereunder, without
investigating the reasons for such action by the Assignee, or the validity or
the amount of such claims.

(b) The Owner's request for surrender of the Policy with or
without the consent of the Assignee. Upon surrender, the Policy shall be
terminated and of no further force or effect.

5. Release of Assignment. Upon payment to the Assignee of its policy
interest, the Assignee shall execute a written release of this assignment.

IN WITNESS WHEREOF the Owner has executed this assignment on the date
first above written.

In the presence of

---------------------------------      -----------------------------------------

---------------------------------

-2-

GROUP TERM LIFE PLAN WAIVER

I, the undersigned Insured under the Snap-on Incorporated
Split-Dollar Insurance Plan, waive participation in the Snap-on Incorporated
group term life insurance plan with regard to all coverage in excess of the
dollar amount set forth in Internal Revenue Code section 79(a)(1) ($50,000 as of
the date of this Agreement). This waiver is not effective until the life
insurance applied for by me under the Split-Dollar Insurance Plan is issued and
effective.

In addition, this waiver shall no longer be effective if the
Split-Dollar Insurance Plan, as to my coverage and benefits, is terminated by
the Company. In such event, my coverage under the Snap-on group term life
insurance plan shall be immediately reinstated.

In the presence of

---------------------------------      ----------------------------------------

Acknowledged and Accepted by Snap-on Incorporated.

By:
--------------------------------------

Its: 
-------------------------------------

Exhibit 10(h)

--------------------------------------------------------------------------------

Snap-on Incorporated

2002 Executive Management Incentive Program

Administrative Guidelines

--------------------------------------------------------------------------------

Snap-on Incorporated

2002 Executive Management Incentive Program
-------------------------------------------

The Snap-on Incorporated 2002 Executive Management Incentive Program ("Executive
MIP") focuses Participants on financial and operational performance, providing
Participants with incentives to deliver results by providing the opportunity to
receive monetary payments based on Company, group, and/or business unit
performance.

The financial attainment levels set forth are part of the Executive MIP
guidelines, intended to be motivational and not intended to predict actual
Company results. Each Participant is responsible for treating Executive MIP
guidelines in accordance with Company policies, practices and procedures
including those applicable to confidential information.

ADMINISTRATION
Executive MIP Awards are granted under the 2001 Incentive Stock and Awards Plan
("Plan"). The Executive MIP will be administered under the provisions of the
Plan and as further specified under the guidelines contained in this document.
All capitalized terms contained within this document shall have the definitions
given in Section 14 of the Plan, with the addition of the terms defined at the
end of this document.

PARTICIPATION
Participants for the Executive MIP will be named by the Committee for each
Program Year. Participants for the Executive MIP will be the Chief Executive
Officer and other executive officers of Snap-on Incorporated designated by the
Committee as to whom the Committee determines that incentive compensation
payable to the executive officer would otherwise be subject to the limitations
set forth in Section 162(m) of the Code.

PROGRAM ELEMENTS
Executive MIP Awards will be based on financial and operational performance at
the Company, group and/or business unit level. The relative weighting of
performance at each of those organizational levels will be approved by the
Committee and, in the case of the Chief Executive Officer, by the Board of
Directors, based on each Participant's ability to influence Company, group, and
business unit performance.

Specific objectives for each Participant will be determined by the Committee
and, in the case of the Chief Executive Officer, by the Board of Directors, set
forth in an appendix hereto for the Program Year and communicated to each
Participant through a separate communication document.

AWARD OPPORTUNITIES
A target Executive MIP Award (expressed as a percentage of Base Salary) will be
established for each Participant. The dollar value calculated as the target
percentage multiplied by the Participant's Base Salary will be deemed the
Participant's target Executive MIP Award value.

Opportunity levels will also be established for each Participant as follows:
(1)  Threshold opportunity - 25% of the target opportunity
(2)  Target opportunity - 100% of the opportunity established at the
beginning of the Program Year
(3)  Outstanding opportunity - 200% of the target opportunity

The payout will be 0% of the target opportunity for performance below threshold.

The Committee and, in the case of the Chief Executive Officer, the Board of
Directors, will approve target Executive MIP Awards for each Participant as
outlined above. Each Program Year, actual Executive MIP Awards will be based on

-1-

results relative to the objectives approved by the Committee and, in the case of
the Chief Executive Officer, by the Board of Directors. Actual Executive MIP
Awards will be interpolated for performance between opportunity levels.

PERFORMANCE MEASURES
Specific financial and operational performance measures shall be defined for
each Participant by the Committee and, in the case of the Chief Executive
Officer, by the Board of Directors, and set forth in an appendix hereto for the
Program Year.

PERFORMANCE OBJECTIVES
The Committee and, in the case of the Chief Executive Officer, the Board of
Directors, will be responsible for approving all financial and operational
performance objectives for each Program Year. The objectives will be based on
factors determined by the Committee and, in the case of the Chief Executive
Officer, by the Board of Directors.

Three levels of performance objectives will be defined for each financial or
operational performance measure: 
(1)  Threshold objective - The minimum level of performance for which an
Executive MIP Award will be earned will be established as the
threshold objective. Achieving the threshold objective will yield the
threshold opportunity level.
(2)  Target objective - The expected level of performance will be
established as the target objective. Achieving the target objective
will yield the target opportunity level.
(3)  Outstanding objective - An outstanding level of performance will be
established as the outstanding objective. Achieving the outstanding
objective will yield the outstanding opportunity level.

Executive MIP Awards will be interpolated for performance between opportunity
levels.

ADJUSTMENTS TO PERFORMANCE OBJECTIVES
Except to the extent that doing so would cause an Executive MIP Award to fail to
qualify for the performance-based exception under Section 162(m) of the Internal
Revenue Code, the threshold, target and outstanding objectives will be adjusted
upward or downward as appropriate to eliminate the effects of acquisitions and
divestitures, subject to the limitations set forth in any appendix hereto.

The Committee will have discretion to adjust Executive MIP Award amounts
downward for any Participant in accordance with Section 162(m) of the Internal
Revenue Code. However, the Committee has no discretion to increase the amount of
compensation payable that would otherwise be due based on actual performance.

CALCULATION OF AWARDS
Financial and operational performance will be evaluated and approved by the
Committee and, in the case of the Chief Executive Officer, by the Board of
Directors, relative to the objectives approved by the Committee for each
Participant and, in the case of the Chief Executive Officer, by the Board of
Directors. The corresponding percentage will be applied to the portion of the
Participant's target Executive MIP Award that is based on each measure of
financial and operational performance.

The total Executive MIP Award earned for the Program Year will be the sum of the
amounts earned through each measure of financial and operational performance.

DISTRIBUTION OF AWARDS
The Executive MIP Award earned for the Program Year will be distributed by April
30 following the end of the Program Year. All Executive MIP Awards will be
distributed in cash, although participants in the Snap-on Incorporated Deferred
Compensation Plan who have made a timely election under that plan to defer
receipt of all or a portion of their earned Executive MIP Award will have the
payment of same deferred amount in accordance with their prior election.

-2-

FORFEITURE OF AWARDS
An Executive MIP Award is considered unearned until it is paid or credited to a
Participant under the Snap-on Incorporated Deferred Compensation Plan. In
general, a Participant will forfeit any unearned Executive MIP Award upon
termination of employment. Forfeiture will not occur as a result of death or
termination due to disability or retirement (as the form of the Company's option
agreement approved in 2002 defines such terms). In any such event, a
Participant's Executive MIP Award will be payable based on actual performance
relative to objectives over the full Program Year, pro-rated for the number of
whole months of the Program Year that elapsed before the termination of the
Participant's employment.

Forfeiture will occur as a result of any other termination of employment without
regard to the reason unless the Committee decides otherwise in its discretion in
special circumstances. Absence of a Participant on approved leave will not be
considered a termination of employment during the period of such leave.

Whether or not a divestiture of a subsidiary, division or other business unit
(including through the formation of a joint venture) results in termination of
employment with the Company and its subsidiaries will be at the discretion of
Committee, which discretion the Committee may exercise on a case by case basis.

NEW HIRE/CHANGE OF RESPONSIBILITY/LEAVE OF ABSENCE
At their discretion, the Committee may apply the foregoing terms, including
without limitation the performance objectives, to Executive MIP Awards to
persons such as new employees or those undergoing a change of responsibility
during a Program Year.

For new employees, target Executive MIP Award opportunity will be based on the
Participant's Base Salary, pro-rated based on the number of whole months of the
Program Year during which the employee was a Participant.

If a Participant is employed in multiple positions during a Program Year (i.e.
change of responsibility), the Participant's Executive MIP Award will be
pro-rated as of the first of the month in which the event occurs in accordance
with actual time and performance results in each position.

Participants who incur a paid or unpaid leave of absence during the Program Year
will not receive credit for Executive MIP Award purposes for the time
representing the leave. Exceptions, if any, must be approved by the Committee.

-3-

2002 Executive MIP Definitions

All capitalized terms contained within this document shall have the definitions
give in Section 14 of the 2001 Incentive Stock and Awards Plan, with the
addition of the following terms not contained therein:

(1) Base Salary - a Participant's regular wages earned before deferrals for the
Program Year.

(2) Program Year - the fiscal year of Snap-on Incorporated.

-4-

Exhibit 10(i)

--------------------------------------------------------------------------------

Snap-on Incorporated

2002 Executive Qualitative Incentive Program

Administrative Guidelines

--------------------------------------------------------------------------------

Snap-on Incorporated

2002 Executive Qualitative Incentive Program
--------------------------------------------

The Snap-on Incorporated 2002 Executive Qualitative Incentive Program
("Executive QIP") focuses Participants on operational performance and key
qualitative initiatives, providing Participants with the incentive to deliver
results by providing the opportunity to receive monetary payments based on
achievement of qualitative objectives.

ADMINISTRATION
Executive QIP Awards are granted under the 2001 Incentive Stock and Awards Plan
("Plan"). The Executive QIP will be administered under the provisions of the
Plan and as further specified under the guidelines contained in this document.
All capitalized terms contained within this document shall have the definitions
given in Section 14 of the Plan, with the addition of the terms defined at the
end of this document.

PARTICIPATION
Participants for the Executive QIP will be named by the Committee for each
Program Year. Participants for the Executive QIP will be the Chief Executive
Officer and other executive officers of Snap-on Incorporated designated by the
Committee as to whom the Committee determines that incentive compensation
payable to the executive officer would otherwise be subject to the limitations
set forth in Section 162(m) of the Code. It is the intent of the Committee that
the Executive QIP Awards will not be considered performance-based compensation
under Section 162(m) of the Code. Further, the Committee will determine whether
an amount is payable under an Executive QIP Award without regard to whether an
amount is payable to the Participant under any award to the Participant intended
to constitute performance-based compensation under Section 162(m) of the Code or
the amount payable under such performance-based award.

PROGRAM ELEMENTS
Executive QIP Awards will be based on operational performance and performance on
key qualitative initiatives at the Company, group and/or business unit level.
Operational and qualitative performance goals for each Participant will be
determined based on each Participant's scope and role within the Company.

Specific objectives for each Participant will be determined by the Committee
and, in the case of the Chief Executive Officer, by the Board of Directors, and
communicated to each Participant through a separate communication document.

AWARD OPPORTUNITIES
A target Executive QIP Award (expressed as a percentage of Base Salary) will be
established for each Participant. The dollar value calculated as the target
percentage multiplied by the Participant's Base Salary for the Program Year will
be deemed the Participant's target Executive QIP Award value.

Opportunity levels will also be established for each Participant as follows:
(1)  Threshold opportunity - 25% of the target opportunity
(2)  Target opportunity - 100% of the opportunity established at the
beginning of the Program Year
(3)  Outstanding opportunity - 200% of the target opportunity

The payout will be 0% of the target opportunity for performance below threshold.

The Committee and, in the case of the Chief Executive Officer, the Board of
Directors, will approve target Executive QIP Awards for each Participant as
outlined above. Each Program Year, actual Executive QIP Awards will be based on
results relative to the objectives approved by the Committee and, in the case of
the Chief Executive Officer, by the Board of Directors. Actual Executive QIP
Awards will be interpolated for performance between opportunity levels.

-1-

PERFORMANCE OBJECTIVES
All operational and qualitative performance objectives for each Program Year and
will be approved by the Committee and, in the case of the Chief Executive
Officer, by the Board of Directors. The objectives will be based on factors
determined by the Committee and, in the case of the Chief Executive Officer, by
the Board of Directors. The Committee and, in the case of the Chief Executive
Officer, the Board of Directors, will approve any changes to these objectives
during the Program Year.

Three levels of performance objectives will be defined for operational
performance measures:
(1)  Threshold objective - The minimum level of performance for which an
Executive QIP Award will be earned will be established as the
threshold objective. Achieving the threshold objective will yield the
threshold opportunity level.
(2)  Target objective - The expected level of performance will be
established as the target objective. Achieving the target objective
will yield the target opportunity level.
(3)  Outstanding objective - An outstanding level of performance will be
established as the outstanding objective. Achieving the outstanding
objective will yield the outstanding opportunity level.

For operational performance objectives, Executive QIP Awards will be
interpolated for performance between opportunity levels.

ADJUSTMENTS TO PERFORMANCE OBJECTIVES
Threshold, target and outstanding objectives for operational performance will be
adjusted upward or downward as appropriate to eliminate the effects of
acquisitions and divestitures.

CALCULATION OF AWARDS
Executive QIP Award levels will be determined by the Committee and, in the case
of the Chief Executive Officer, by the Board of Directors, based on performance
relative to the operational and qualitative objectives approved by the Committee
for each Participant and, in the case of the Chief Executive Officer, by the
Board of Directors.

DISTRIBUTION OF AWARDS
The Executive QIP Award earned for the Program Year will be distributed by April
30 following the end of the Program Year. All Executive QIP Awards will be
distributed in cash, although participants in the Snap-on Incorporated Deferred
Compensation Plan who have made a timely election under that plan to defer
receipt of all or a portion of their earned Executive QIP Award will have the
payment of same deferred amount in accordance with their prior election.

FORFEITURE OF AWARDS
An Executive QIP Award is considered unearned until it is paid. In general, a
Participant will forfeit any unearned Executive QIP Award upon termination of
employment. Forfeiture will not occur as a result of death or termination due to
disability or retirement (as the form of the Company's option agreement approved
in 2002 defines such terms). In any such event, a Participant's Executive QIP
Award will be payable based on actual performance relative to objectives over
the full Program Year, pro-rated for the number of whole months of the Program
Year that elapsed before the termination of the Participant's employment.

Forfeiture will occur as a result of any other termination of employment without
regard to the reason unless the Committee decides otherwise in its discretion in
special circumstances. Absence of a Participant on approved leave will not be
considered a termination of employment during the period of such leave.

Whether or not a divestiture of a subsidiary, division or other business unit
(including through the formation of a joint venture) results in termination of
employment with the Company and its subsidiaries will be at the discretion of
Committee, which discretion the Committee may exercise on a case by case basis.

-2-

NEW HIRE/CHANGE OF RESPONSIBILITY/LEAVE OF ABSENCE
At their discretion, the Committee may apply the foregoing terms, including
without limitation the performance objectives, to Executive QIP Awards to
persons such as new employees or those undergoing a change of responsibility
during a Program Year.

For new employees, target Executive QIP Award opportunity will be based on the
Participant's Base Salary, pro-rated based on the number of whole months of the
Program Year during which the employee was a Participant.

If a Participant is employed in multiple positions during a Program Year (i.e.
change of responsibility), the Participant's Executive QIP Award will be
pro-rated as of the first of the month in which the event occurs in accordance
with actual time and performance results in each position.

Participants who incur a paid or unpaid leave of absence during the Program Year
will not receive credit for Executive QIP Award purposes for the time
representing the leave. Exceptions, if any, must be approved by the Committee.

-3-

2002 Executive QIP Definitions

All capitalized terms contained within this document shall have the definitions
give in Section 14 of the 2001 Incentive Stock and Awards Plan, with the
addition of the following terms not contained therein:

(1)  Base Salary - a Participant's regular wages earned before deferrals for the
Program Year

(2)  Program Year - the fiscal year of Snap-on Incorporated.

-4-

Exhibit (12)

SNAP-ON INCORPORATED
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Amounts in millions)

Thirteen Weeks Ended
----------------------
March 30,    March 31,
2002         2001   
---------    ---------

Net Earnings                                            $  24.5      $  26.9

Add (deduct):
Income taxes                                           12.1         15.3
Minority interest in earnings
of consolidated subsidiaries                            .2           .4
Cumulative effect                                      (2.8)         2.5
---------    ---------

Net Earnings as Defined                                    34.0         45.1

Fixed Charges:
Interest on debt                                        7.8          8.9
Interest element of rentals                             1.3          1.3
---------    ---------

Total Fixed Charges                                         9.1         10.2
---------    ---------
Total Adjusted Earnings Available
for Payment of Fixed Charges                          $  43.1      $  55.3
=======      =======

Ratio of Earnings to Fixed Charges                          4.7          5.4
=========    =========

For purpose of computing this ratio, "Net Earnings" consists of (a) income from
continuing operations before income taxes and adjusted for minority interest,
and (b) "Fixed Charges," consists of interest on debt and the estimated interest
portion of rents.