Amended and Restated Snap-on Incorporated Directors? 1993 Fee Plan

Amended and Restated
Snap-on Incorporated
Directors’ 1993 Fee Plan
(as amended through August 3, 2006)

        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 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(a) 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 Elective Grants.

            (l)       “Share Election” shall have the meaning set forth in Section 5(a) 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)       Elective Grant. Subject to Section 5(d) hereof, each Director may make an election (the “Share Election”) to receive (subject to a Deferral Election) any or all of his or her 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(b) 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.

            (b)       Transfer of Shares. Shares of Common Stock issuable to a Director with respect 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 shall be determined by dividing (a) the dollar amount of the Director’s Fees payable during the applicable calendar month to which the Share Election applies, by (b) 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.

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            (c)       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.

            (d)       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, that effective August 3, 2006, Directors may execute a new Deferral Election to change the payment commencement date and/or manner of payments for previously Deferred Amounts, provided, that such Deferral Election is: (i) in the case of a Deferral Election to accelerate payments, made prior to December 31, 2006 and provides for payment no earlier than January 1, 2007; (ii) in the case of a Deferral Election to postpone payment, postpones payment of previously Deferred Amounts for a period of five years or more from when payment was previously scheduled to occur, and (iii) any actions taken pursuant to (i) or (ii) must be performed in accordance with the provisions of the American Jobs Creation Act and any rules and regulations issued pursuant thereto.

            (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.

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            (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