SEC Form 4
FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL	

OMB Number:	
3235-0287	

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hours per response:	
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	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	 	 	
1. Name and Address of Reporting Person *
JOHNSEN CONSTANCE	

(Last)	
(First)	
(Middle)	

2801 80TH STREET	

 	

(Street)
KENOSHA	
WI	
53143	

(City)	
(State)	
(Zip)	

	2. Issuer Name and Ticker or Trading Symbol
SNAP ON INC [ SNA ]	5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
 	
Director	
 	
10% Owner	

X	
Officer (give title below)	
 	
Other (specify below)	

Vice President and Controller	

	 	
 	3. Date of Earliest Transaction (Month/Day/Year)
09/14/2006	 	 	 	
 	4. If Amendment, Date of Original Filed (Month/Day/Year)
09/18/2006	6. Individual or Joint/Group Filing (Check Applicable Line)
X	
Form filed by One Reporting Person	

 	
Form filed by More than One Reporting Person	

	 	 	
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	 	
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)	5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)	 	
 	 	 	Code	V	Amount	(A) or (D)	Price	 	 	 	 	 	 	
Common Stock	09/14/2006	 	S	 	130	D	$44.53	4.938(2)	D	 	 	 	 	
Common Stock	09/15/2006	 	I	 	586.88	D	$44.63	0(1)	I	401(k) Plan	 	 	 	
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)	 	
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)	6. Date Exercisable and Expiration Date (Month/Day/Year)	7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)	8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)	 	
 	 	 	 	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	 	 	 	 	 	 	 	 	
Stock Option (Right to Buy)	$33.75	 	 	 	 	 	 	02/18/2007	02/18/2015	Common Stock	2,150	 	2,150	D	 	 	 	 	 	
Stock Option (Right to Buy)	$39.35	 	 	 	 	 	 	(3)	02/16/2016	Common Stock	4,320	 	4,320	D	 	 	 	 	 	
Deferred Stock	(4)	09/15/2006	 	I	 	520.548	 	(5)	(5)	Common Stock	520.548(6)	$44.63	0	D	 	 	 	 	 	
Restricted Stock Units	(4)	 	 	 	 	 	 	(7)	(7)	Common Stock	2,500	 	2,500	D	 	 	 	 	 	
Explanation of Responses:	
1. Transaction not previously reported.	
2. Previously included 134.938 shares acquired under the Snap-on Incorporated Employee Stock Purchase Plan.	
3. One half of option vested on 2/16/2007 and the remainder vests on 2/16/2008.	
4. 1 for 1.	
5. Payment will begin within 30 days first beginning after the earliest of the date specified in advance of the deferral by the reporting person, death, disability, retirement or termination of employment.	
6. Included 20.548 deferred stock units acquired through exempt dividend reinvestments.	
7. The stock vest on the achievement of certain company initiatives over the 2006-2008 period.	
Remarks:	
 	
 	Kenneth V. Hallett under Power of Attorney for Constance R. Johnsen	02/28/2007	
 	** Signature of Reporting Person	Date	
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).	
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.	

POWER OF ATTORNEY

For Executing Forms 3, 4 and 5

Know all by these presents that the undersigned hereby constitutes and appoints Susan F. Marrinan, 

Kenneth V. Hallett and Ryan Morrison signing singly as true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned in the undersigned's capacity as a director 

and/or officer of Snap-on Incorporated (the "Company"), Forms 3, 4 or 5 in accordance 

with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be 

necessary or desirable to complete the execution of any such Form 3, 4 or 5 and the timely 

filing of such form with the United States Securities and Exchange Commission and any 

other authority; and 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the 

opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally 

required by the undersigned, it being understood that the documents executed by such 

attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in 

such form and shall contain such terms and conditions as such attorney-in-fact may approve 

in his discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform 

all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of 

the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or 

could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming 

all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue 

of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the 

foregoing attorney-in-fact is serving in such capacity at the request of the undersigned and are not assuming 

any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This power of attorney shall be valid until the undersigned is no longer required to file Forms 3, 4 

and 5 with respect to the undersigned's holdings of and transactions in Company securities, unless expressly 

revoked before that time.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 

this 21st day of February, 2006.

/s/ Constance R. Johnsen 

Constance R. Johnsen

J:/Legal/Section 16 Materials/Forms/Power of Attorney for executing Form 3 4 5.doc