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:

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          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.

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          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

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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

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               (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

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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

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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

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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.

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     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.

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<PAGE>

          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

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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

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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

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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

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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

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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

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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

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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.

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     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.

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          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

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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,

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<PAGE>
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


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