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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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NOTICE OF 20082009 ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT

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HELP US REDUCE COSTS

If you receive more than one set of proxy materials, it means your shares are held in more than one account. You should vote the shares on all of your Proxy Cards. You may help us reduce costs by consolidating your accounts so that you receive only one set of proxy materials in the future. To consolidate your accounts, please contact our transfer agent, Computershare Trust Company, N.A., toll-free at 1-800-446-2617.

ADMISSION TO THE ANNUAL MEETING

All shareholders of record as of the close of business on February 25, 2008,23, 2009, can attend the meeting. Seating, however, is limited. Attendance at the Annual Meeting will be on a first arrival basis.

To attend the Annual Meeting, please follow these instructions:

•

To enter the Annual Meeting, bring proof of ownership of Snap-on stock and a form of identification; or



•

If a broker or other nominee holds your shares, bring proof of ownership of Snap-on stock through such broker or nominee and a form of identification.

HOW TO VOTE

We offer four methods for you to vote your shares at the Annual Meeting.While we offer four methods, we encourage you to vote through the Internet as it is the most cost-effective method. We also recommend that you vote as soon as possible, even if you are planning to attend the Annual Meeting, so that the vote count will not be delayed. Both the Internet and the telephone provide convenient, cost-effective alternatives to returning your Proxy Card by mail. If you vote your shares through the Internet, then you may incur costs associated with electronic access, such as usage charges from Internet access providers. If you choose to vote your shares through the Internet or by telephone, there is no need for you to mail back your Proxy Card.

You may (i) vote in person at the Annual Meeting or (ii) authorize the persons named as proxies on the enclosed Proxy Card, Mr. Pinchuk and Mr. Ellen,Shur, to vote your shares by returning the enclosed Proxy Card by mail, through the Internet or by telephone.

To Vote Over the Internet:

Log on to the Internet and go to the Websitewww.investorvote.com.www.investorvote.com/sna. Have your Proxy Card available when you access the Website. You will need the control number from your Proxy Card to vote.

To Vote By Telephone:

On a touch-tone telephone, call1-800-652-VOTE (1-800-652-8683) 24 hours a day, 7 days a week. Have your Proxy Card available when you make the call. You will need the control number from your Proxy Card to vote.

To Vote By Proxy Card:

Complete, sign and return the Proxy Card to the address indicated on the Proxy Card.

If your shares are not registered in your name, then you vote by giving instructions to the firm that holds your shares rather than using any of these four methods. Please check the voting form of the firm that holds your shares to see if it offers Internet or telephone voting procedures.

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2801 80^th Street
Kenosha, WI 53143

Notice of the 20082009 Annual Meeting of Shareholders

March 14, 2008
9, 2009

Dear Shareholder:

Snap-on Incorporated will hold its 20082009 Annual Meeting of Shareholders on Thursday, April 24, 2008,23, 2009, at 10:00 a.m. (Central Time), at the Wyndham Milwaukee Airport Hotel and Convention Center, 4747 South Howell Avenue, Milwaukee, WI 53207.Hyatt Deerfield, 1750 Lake Cook Road, Deerfield, IL 60015. This year's meeting is being held for the following purposes:

1.

to elect threefour directors to serve for the next three years and to ratify and elect one director to serve until the 2010 Annual Meeting of Shareholders;years;



2.

to ratify the Audit Committee's selection of Deloitte & Touche LLP as the Company's independent auditor for 2008;2009; and



3.

to transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

In addition to the formal business, there will be a short presentation on Snap-on's performance.

Only shareholders who had shares registered in their names at the close of business on February 25, 2008,23, 2009, will be able to vote at the Annual Meeting. If you are a shareholder and plan to attend the Annual Meeting in person, then please refer to the section of this Proxy Statement titled "Commonly Asked Questions and Answers about the Annual Meeting."

If you have any questions or comments, please direct them to Snap-on Incorporated, Investor Relations, 2801 80^th Street, Kenosha, Wisconsin 53143. Please also contact Investor Relations if you would like directions to the Annual Meeting. If you prefer, you may e-mail questions or comments to shareholders@snapon.com. We always appreciate your interest in Snap-on and thank you for your continued support.

Your vote is important. Thank you for voting.

Sincerely,

Daniel J. Garramone, Jr.Irwin M. Shur
AssociateVice President, General Counsel
and
Assistant Secretary

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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 24, 2008.23, 2009. The proxy statement and annual report to security holders are available at www.snapon.com/SNA.

The Board of Directors recommends the following votes:

•

FOR each of the Board's nominees for election and ratification;election; and

•

FOR the ratification of the Audit Committee's selection of Deloitte & Touche LLP as the Company's independent auditor for 2008.2009.

To vote in person at the Annual Meeting, you will need to request a ballot to vote your shares. If you vote by proxy, either by Internet, telephone, or mail, and later find that you will be present at the Annual Meeting or for any other reason desire to revoke your proxy, you may do so at any time before it is voted.

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PROXY STATEMENT

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COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q:    WHEN WILL THIS PROXY STATEMENT FIRST BE MAILED TO SHAREHOLDERS?

A:    We expect to begin mailing this Proxy Statement to shareholders on or about March 19, 2008. This11, 2009. The proxy material is also being made available to shareholders by Internet posting on or about March 19, 2008.11, 2009.

Q:    WHAT AM I VOTING ON?

A:    At the 20082009 Annual Meeting you will be voting on two proposals:

1.

The election of threefour directors to serve terms of three years each and the ratification and election of one director to serve until the 2010 Annual Meeting.each. This year's Board nominees are:

2.

A proposal to ratify the Audit Committee's selection of Deloitte & Touche LLP as the Company's independent auditor for 2008.2009.

Q:    WHAT ARE THE BOARD'S VOTING RECOMMENDATIONS?

A:    The Board of Directors is soliciting this proxy and recommends the following votes:

•

FOR each of the Board's nominees for electionelection; and ratification; and



•

FOR the ratification of the Audit Committee's selection of Deloitte & Touche LLP as the Company's independent auditor for 2008.2009.

Q:    WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?

A:    To conduct the Annual Meeting, more than 50% of the shares entitled to vote must be present in person or by proxy. This is referred to as a "quorum." Assuming a quorum is present, directors are elected or ratified by a majority of the votes cast in person or by proxy at the meeting, and entitled to vote on the election and/or ratification of Directors.directors. Assuming a quorum is present, the ratification of the Audit Committee's selection of Deloitte & Touche LLP as the Company's independent auditor for 20082009 requires an affirmative vote of a majority of the shares represented at the meeting.

Q:    WHAT IF I DO NOT VOTE?

A:    The effect of not voting will depend on how your share ownership is registered.

If you own shares as a registered holder and you do not vote, then your unvoted shares will not be represented at the meeting and will not count toward the quorum requirement. If a quorum is obtained, then your unvoted shares will not affect whether a proposal is approved or rejected.

If you are a shareholder whose shares are not registered in your name and you do not vote, then your bank, broker or other holder of record may still represent your shares at the meeting for purposes of

obtaining a quorum. In the absence of your voting instructions, your bank, broker or other holder of record may or may not vote your shares in its discretion depending on the proposal before the meeting.

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Your broker may vote your shares in its discretion on routine matters such as the election of directors and ratification of the Company's independent auditors.

Q:    WHO MAY VOTE?

A:    You may vote at the Annual Meeting if you were a shareholder of record as of the close of business on February 25, 2008,23, 2009, which is the "Record Date." Each outstanding share of common stock is entitled to one vote. As of the Record Date, Snap-on had 57,547,70457,583,323 shares of common stock outstanding.

Q:    HOW DO I VOTE?

A:    We offer four methods for you to vote your shares at the Annual Meeting.While we offer four methods, we encourage you to vote through the Internet as it is the most cost-effective method. We also recommend that you vote as soon as possible, even if you are planning to attend the Annual Meeting, so that the vote count will not be delayed. Both the Internet and the telephone provide convenient, cost-effective alternatives to returning your Proxy Card by mail. If you vote your shares through the Internet, then you may incur costs associated with electronic access, such as usage charges from Internet access providers. If you choose to vote your shares through the Internet or by telephone, there is no need for you to mail back your Proxy Card.

You may (i) vote in person at the Annual Meeting or (ii) authorize the persons named as proxies on the enclosed Proxy Card, Mr. Pinchuk and Mr. Ellen,Shur, to vote your shares by returning the enclosed Proxy Card by mail, through the Internet or by telephone.

To Vote Over the Internet:

Log on to the Internet and go to the Websitewww.investorvote.com.www.investorvote.com/sna. Have your Proxy Card available when you access the Website. You will need the control number from your Proxy Card to vote.

To Vote By Telephone:

On a touch-tone telephone, call1-800-652-VOTE (1-800-652-8683) 24 hours a day, 7 days a week. Have your Proxy Card available when you make the call. You will need the control number from your Proxy Card to vote.

To Vote By Proxy Card:

Complete, sign and return the Proxy Card to the address indicated on the Proxy Card.

If your shares are not registered in your name, then you vote by giving instructions to the firm that holds your shares rather than using any of these four methods. Please check the voting form of the firm that holds your shares to see if it offers Internet or telephone voting procedures.

Q:    WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

A:    It means your shares are held in more than one account. You should vote the shares on all of your Proxy Cards. You may help us reduce costs by consolidating your accounts so that you receive only one set of proxy materials in the future. To consolidate your accounts, please contact our transfer agent, Computershare Trust Company, N.A. ("Computershare"), toll-free at 1-800-446-2617.

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Q:    WHO WILL COUNT THE VOTE?

A:    Computershare, our transfer agent, will use an automated system to tabulate the votes. Its representatives will also serve as the election inspectors.

Q:    WHO CAN ATTEND THE ANNUAL MEETING?

A:    All shareholders of record as of the close of business on February 25, 2008,23, 2009, can attend the meeting.Annual Meeting. Seating, however, is limited. Attendancelimited and attendance at the Annual Meeting will be on a first arrival basis.

To attend the Annual Meeting, please follow these instructions:

•

To enter the Annual Meeting, bring proof of ownership of Snap-on stock and a form of identification; or



•

If a broker or other nominee holds your shares, bring proof of ownership of Snap-on stock through such broker or nominee and a form of identification.

Q:    CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?

A:    Yes. Even after you have submitted your proxy, you can revoke your proxy or change your vote at any time before the proxy is exercised by appointing a new proxy or by providing written notice to the Assistant Corporate Secretary and voting in person at the Annual Meeting. Presence at the Annual Meeting of a shareholder who has appointed a proxy does not in itself revoke a proxy.

Q:    MAY I VOTE AT THE ANNUAL MEETING?

A:    If you complete a Proxy Card, or vote through the Internet or by telephone, then you may still vote in person at the Annual Meeting. To vote at the meeting, please give written notice that you would like to revoke your original proxy to one of the following:

•

the Assistant Corporate Secretary, in advance of the Annual Meeting; or



•

the authorized representatives at the Annual Meeting.

Street name holders who wish to vote in person at the meeting will not be permitted to vote in person at the meeting unless they first obtain a proxy issued in their name from the bank, broker or other holder of record.

Q:    WHAT IF I OWN SHARES AS PART OF SNAP-ON'S 401(k) SAVINGS PLAN?

A:    Shares held by the Snap-on Incorporated 401(k) Savings Plan for which participant designations are received will be voted in accordance with those designations. Those shares for which designations are not received will be voted proportionally, based on the votes for which voting directions have been received from participants as of April 20, 2009.

Q:WHO IS MAKING THIS SOLICITATION AND HOW MUCH DOES IT COST?

A:    This solicitation is being made on behalf of Snap-on Incorporated by its Board of Directors. Our officers and employees may make solicitations by mail, telephone, facsimile or in person. We have

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retained Georgeson Inc., for $7,000 plus expenses, to assist us in the solicitation of proxies. This assistance will include requesting that brokerage houses, depositories, custodians, nominees and fiduciaries to forward proxy soliciting material to the beneficial owners of the stock they hold. We will bear the cost of this solicitation and reimburse Georgeson Inc. for these expenses.

Q:    WHEN ARE SHAREHOLDER PROPOSALS DUE FOR THE 20092010 ANNUAL MEETING?

A:    The Corporate Secretary must receive a shareholder proposal no later than November 19, 2008,11, 2009, for the proposal to be considered for inclusion in our proxy materials for the 20092010 Annual Meeting. To otherwise bring a proposal or nomination before the 20092010 Annual Meeting, you must comply with our Bylaws. Currently, our Bylaws require written notice to the Corporate Secretary between January 24, 2009,23, 2010, and February 23, 2009.22, 2010. If we receive your notice after February 23, 2009,22, 2010, then your proposal or nomination will be untimely. In addition, your proposal or nomination must comply with the procedural provisions of our Bylaws. If you do not comply with these procedural provisions, your proposal or nomination can be excluded. Should the Board nevertheless choose to present your proposal, the named Proxies will be able to vote on the proposal using their best judgment.

Q:    WHAT IS THE ADDRESS OF THE CORPORATE SECRETARY AND THE ASSISTANT CORPORATE SECRETARY?

A:    The address of the Corporate Secretary and the Assistant Corporate Secretary is:

Corporate Secretary and/or Assistant Corporate Secretary
Snap-on Incorporated
2801 80^th Street
Kenosha, Wisconsin 53143

Q:    WILL THERE BE OTHER MATTERS TO VOTE ON AT THIS ANNUAL MEETING?

A:    We are not aware of any other matters that you will be asked to vote on at the Annual Meeting. Other matters may be voted on if they are properly brought before the Annual Meeting in accordance with our Bylaws. If other matters are properly brought before the Annual Meeting, then the named Proxies will vote the proxies they hold in their discretion on such matters.

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ITEM 1: ELECTION OF DIRECTORS

Nominees for Election and Ratification

The Board currently has 12 directors, although it will have 11 directors.directors after the 2009 Annual Meeting. The directors are divided into three classes. This year's Board nominees for election for terms expiring at the 20112012 Annual Meeting are RoxanneBruce S. Chelberg, Karen L. Daniel, Nathan J. Decyk, Nicholas T. PinchukJones and Richard F. Teerlink. Additionally, the Board is submitting the appointment of James P. Holden for a term expiring at the 2010 Annual Meeting for shareholder ratification and election.Arthur L. Kelly.

The following is information about the nominees and Snap-on's other directors as of February 25, 2008.23, 2009. Pursuant to the Company's Restated Certificate of Incorporation and Bylaws, the Board must be comprised of three approximately equal classes. At the Annual Meeting each year, one class is nominated for election to a three-year term.

When Mr. PinchukJones was elected to the Board in April 2007effective July 1, 2008, between meetings of shareholders,shareholders. While Mr. Jones was not placed into a class at that time, in accordance with our Bylaws it was determined thereafter that he would stand for re-election in 2008 inelection with the class of directors whose terms would, upon re-election at the 2009 Annual Meeting, then expire in 2011. When Mr. Holden was so elected2012.

The Board recently began a review of the retirement age provisions contained in July 2007, in order to keep classes of directors even atthe Company's Corporate Governance Guidelines, which provide that time,no person age 72 or older will be a nominee for director. The Board decided that it was determined that he would be in the class whose terms expire in 2010; however, the Bylaws require that the person be submitted to the shareholders at the Annual Meeting in any event for the balancebest interests of the term.Company to temporarily suspend those provisions, in light of the current global economic conditions and pending completion of its review of best practices regarding such policies. As a result, the Corporate Governance and Nominating Committee and the Board decided to re-nominate Mr. Chelberg for election to continue to serve on the Board.

Lars Nyberg,Jack D. Michaels, a director of Snap-on since 2002, resigned1998, our Chairman since 2004 and our Chief Executive Officer from November 2004 until his retirement in December 2007, will not be standing for re-election at the Board in November 2007 due to increasing business commitments. We have greatly appreciated his years of service to Snap-on.2009 Annual Meeting. The Board of Directors would like to acknowledge and thank Mr. NybergMichaels for thathis many important contributions and years of dedicated service.service to Snap-on, both as our Chief Executive Officer and as a member of our Board.

Nominees for Election for Terms Expiring at the 20112012 Annual Meeting

Roxanne J. DecykBruce S. Chelberg
Director since 1993

Ms. Decyk,Mr. Chelberg, age 55, has been Corporate Affairs Director of Royal Dutch Shell plc, an oil, gas, chemical and refined petroleum products company, since July 2005. From March 2005 to July 2005, Ms. Decyk was Director International of Shell International B.V., from 2002 to 2005 was Senior Vice President—Corporate Affairs and Human Resources of Shell Oil Company, and from 1999 through 2002, was the Vice President of Corporate Strategy of Shell International Limited, based in London, England.

Nicholas T. Pinchuk
Director since 2007

Mr. Pinchuk, age 61, has been Snap-on's President and Chief Executive Officer since December 2007. Prior to his appointment as President and CEO, Mr. Pinchuk served as Snap-on's President and Chief Operating Officer since April 2007, and as Snap-on's Senior Vice President and President—Worldwide Commercial & Industrial Group since 2002. Prior to joining Snap-on, Mr. Pinchuk served in several executive operational and financial management positions at United Technologies Corporation and held various financial and engineering positions at Ford Motor Company. Mr. Pinchuk serves on the board of directors of Columbus McKinnon Corporation.

Richard F. Teerlink
Director since 1997

Mr. Teerlink, age 71,74, retired as Chairman of the Board and Chief Executive Officer of Harley-Davidson, Inc.,Whitman Corporation, a manufacturer of motorcycles,consumer goods company, in 1998.2000. He had served as its Chairman from 1996 to 1998,and Chief Executive Officer from 1989 to 1997,since 1992 and President from 1988 to 1997.had served on Whitman's Board since 1988. Mr. TeerlinkChelberg serves as a Director of Johnson Controls,First Midwest Bancorp, Inc.

Nominee for Ratification and Election for a Term Expiring at the 2010 Annual MeetingNorthfield Laboratories, Inc.

James P. HoldenKaren L. Daniel
Director since 20072005

Ms. Daniel, age 51, has served as Division President and the Chief Financial Officer for Black & Veatch Corporation, a leading global engineering, construction and consulting company specializing in infrastructure development in the areas of energy, water and information, since 2000.

Nathan J. Jones
Director since 2008

Mr. Holden,Jones, age 56,52, retired in December 2007 from Deere & Company, a manufacturer of agricultural, commercial and consumer equipment, where he most recently served 27 years in the automotive industry, including 19 years with DaimlerChrysleras President, Worldwide Commercial & Consumer Equipment Division since 2006, and was its predecessor, Chrysler Corporation. He was most recentlySenior Vice President and Chief ExecutiveFinancial Officer until 2000 of DaimlerChrysler Corporation, a US subsidiary of DaimlerChrysler AG. Since March 2007,from 1997 through 2006. Prior thereto, he has served as non-executive ChairmanDeere & Company's Vice President and Treasurer.

Table of Meridian Automotive Systems. Contents

Arthur L. Kelly
Director since 1978

Mr. HoldenKelly, age 71, has been the Managing Partner of KEL Enterprises L.P., a holding and investment company, since 1982. Mr. Kelly is also a directorDirector of SMobile Systems, Speedway Motorsports, Inc. and SIRIUS Satellite Radio, Inc.Northern Trust Corporation.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE FOUR NOMINEES.

Shares represented by proxies will be voted according to instructions on the Proxy Card. Only cards clearly indicating a vote against will be considered as a vote against the nominee. If the Board learns prior to the Annual Meeting that a nominee is unable to serve, then the Board may name a replacement, in which case the shares represented by proxies will be voted for the substitute nominee.

Directors Not Standing for Election at this Meeting:

Directors Continuing to Serve Until the 2010 Annual Meeting

John F. Fiedler
Director since 2004

Mr. Fiedler, age 69,70, was the Chairman of the Board of BorgWarner Inc., a supplier of engineered systems and components primarily for automotive powertrain applications, from 1996 until 2003. He was also the Chief Executive Officer of BorgWarner from 1995 until 2003. Mr. Fiedler serves as a Director of AirTran Holdings, Inc., Mohawk Industries, Inc. and WABCO Holdings Inc.

James P. Holden
Director since 2007

Mr. Holden, age 57, has been our Lead Director since February 2009. He served 27 years in the automotive industry, including 19 years with DaimlerChrysler and its predecessor, Chrysler Corporation. Most recently, he was President and Chief Executive Officer of DaimlerChrysler Corporation, a US subsidiary of DaimlerChrysler AG, until 2000. Since March 2007, he has served as non-executive Chairman of Meridian Automotive Systems. Mr. Holden is also a director of SMobile Systems, Speedway Motorsports, Inc. and SIRIUS XM Radio Inc.

W. Dudley Lehman
Director since 2003

Mr. Lehman, age 56,57, retired in 2006 as Group President for Kimberly-Clark Corporation, a manufacturer and marketer of a wide range of consumer and business-to-business products from natural fibers, which position he held since 2005. From 2004 to 2005 he served as Group President—Business to Business for Kimberly-Clark and from 1995 to 2004 he served as Group President—Infant and Child Care Sectors for Kimberly-Clark.

Edward H. Rensi
Director since 1992

Mr. Rensi, age 63,64, has been an owner and Chief Executive Officer of Team Rensi Motorsports, which sponsors two carscompetes in the NASCAR Nationwide Series, since 1998. From 1997 to 1998, he was a consultant to McDonald's U.S.A., a food service organization. He was President and Chief Executive Officer of McDonald's U.S.A., a food service organization, from 1991 to 1997. Mr. Rensi also serves as a Director of Great Wolf Resorts, Inc. and of International Speedway Corporation.

Directors Continuing to Serve Until the 20092011 Annual Meeting

Bruce S. ChelbergRoxanne J. Decyk
Director since 1993

Ms. Decyk, age 56, has been Corporate Affairs Director of Royal Dutch Shell plc, an oil, gas, chemical and refined petroleum products company, since July 2005. From March 2005 to July 2005, Ms. Decyk was Director International of Shell International B.V., from 2002 to 2005 was Senior Vice President—

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Corporate Affairs and Human Resources of Shell Oil Company, and from 1999 through 2002, was the Vice President of Corporate Strategy of Shell International Limited, based in London, England.

Nicholas T. Pinchuk
Director since 2007

Mr. Chelberg,Pinchuk, age 73,62, has been Snap-on's President and Chief Executive Officer since December 2007. Prior to his appointment as President and CEO, Mr. Pinchuk served as Snap-on's President and Chief Operating Officer since April 2007, and as Snap-on's Senior Vice President and President—Worldwide Commercial & Industrial Group since 2002. Prior to joining Snap-on, Mr. Pinchuk served in several executive operational and financial management positions at United Technologies Corporation and held various financial and engineering positions at Ford Motor Company. Mr. Pinchuk serves on the board of directors of Columbus McKinnon Corporation.

Richard F. Teerlink
Director since 1997

Mr. Teerlink, age 72, retired as Chairman of the Board and Chief Executive Officer of Whitman Corporation,Harley-Davidson, Inc., a consumer goods company,manufacturer of motorcycles, in 2000.1998. He had served as its Chairman and Chief Executive Officer since 1992 and had served on Whitman's Board since 1988. Mr. Chelberg serves as a Director of First Midwest Bancorp, Inc. and Northfield Laboratories, Inc.

Karen L. Daniel
Director since 2005

Ms. Daniel, age 50, has served as Executive Vice President and the Chief Financial Officer for Black & Veatch Corporation, a leading global engineering, construction and consulting company specializing in infrastructure development in the areas of energy, water and information, since 2000.

Arthur L. Kelly
Director since 1978

Mr. Kelly, age 70, has been the Managing Partner of KEL Enterprises L.P., a holding and investment company, since 1982. Mr. Kelly is a Director of BASF Aktiengesellschaft, Bayerische Motoren Werke (BMW) A.G., Deere & Company and Northern Trust Corporation.

Jack D. Michaels
Director sincefrom 1996 to 1998,

Mr. Michaels, age 70, has been Snap-on's Chairman since November 2004. Mr. Michaels was also our Chief Executive Officer from November 2004 until his retirement in December 2007,1989 to 1997, and our President from November 2004 until April 2007. Prior1988 to joining Snap-on, Mr. Michaels was the Chairman of the Board of HNI Corporation, a manufacturer and marketer of office furniture and hearth products, from 1996 to 2005. In addition, from 1991 to 2004 he served as HNI's Chief Executive Officer, and from 1991 to 2003, he served as HNI's President.1997.

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CORPORATE GOVERNANCE PRACTICES AND BOARD INFORMATION

Nomination of Directors

The Corporate Governance and Nominating Committee fulfills the role of a nominating committee. The material terms of the Committee's role are included in its charter. You may find the Committee's charter on the Company's Website at www.snapon.com. This charter requires that all members of the Committee meet the independence requirements of applicable laws and regulations, including, without limitation, the requirements imposed by the listing standards of the New York Stock Exchange.

The Committee uses a variety of means to identify prospective Board members, including the Committee's contacts and recommendations from other sources. In addition, it may also retain a professional search firm to identify candidates. Pursuant to its charter, the Committee has the sole authority to retain and terminate any search firm to be used to identify director candidates and has the sole authority to approve the search firm's fees and other retention items.

The Committee will consider director candidates recommended by shareholders provided that the shareholders submitting recommendations follow the procedures set forth below. The Committee does not intend to alter the manner in which it evaluates candidates based on whether the candidate was recommended by a shareholder or not. If a shareholder wishes to suggest an individual for consideration as a nominee for election to the Board at the 20092010 Annual Meeting, and possible inclusion in the Proxy Statement, we recommend that you submit your suggestion in writing to the Corporate Secretary before October 1, 2008,2009, for forwarding to the Committee.

To bring a nomination before the 20092010 Annual Meeting from the floor during the meeting, you must comply with our Bylaws. Our Bylaws require written notice to the Corporate Secretary between January 24, 2009,23, 2010, and February 23, 2009.22, 2010. If we receive your notice after February 23, 2009,22, 2010, then your proposal or nomination will be untimely. The notice must also meet the requirements of our Bylaws. If you do not comply with these requirements, your nomination can be excluded.

The Committee has a procedure under which all director candidates are evaluated. When evaluating a candidate's capabilities to serve as a member of the Board, the Committee uses the following criteria: independence, the relationships that the candidate has with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company), conflicts of interest, ability to contribute to the oversight and governance of the Company, the candidate's skill sets and positions held at other companies, existing time commitments and diversity. Further, the Committee reviews the qualifications of any candidate with those of its current directors to augment and complement the skill sets of its current Board members. The Committee identifies qualified potential candidates without regard to any candidate's race, color, disability, gender, national origin, religion or creed, to ensure the fair representation of all shareholder interests.

Mr. Pinchuk was elected to the Board of Directors by a vote of the Board in April 2007, upon his election to the positions of President and Chief Operating Officer. Mr. Pinchuk was already an executive officer of the Company at the time of election. Mr. Holden,Jones, who was elected to the Board of Directors ineffective July 2007,1, 2008, is an independent director. Mr. HoldenJones was first suggestedrecommended as a nominee to the Board of Directors as a result of a search conducted by Heidrick & Struggles, an outside consulting firm retained by the Committee and paid a fee for their services, which consisted of researching and recommending potential candidates.Mr. Kelly.

Shareholder Communications with the Board

Shareholders who wish to communicate with the Board of Directors, individually or as a group, should send their communications to the Corporate Secretary at the address listed below. The Corporate

Secretary is responsible for forwarding communications to the appropriate Board members and screens these communications for security purposes.

Name of Director
c/o Corporate Secretary
Snap-on Incorporated
2801 80^th Street
Kenosha, WI 53143

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Annual Meeting Attendance

All directors may attend the Annual Meeting of Shareholders either in person or by telephone. If a director attends by phone, he or she is also able to answer questions asked at the Annual Meeting. However, incumbent directors that are not standing for re-election at the Annual Meeting are not required to attend. Last year, eachWith the exception of Mr. Kelly, who was out of the country for a business commitment, and Mr. Jones, who was not a director at the time, all directors attended the 2008 Annual Meeting of Shareholders in person.

Board Information

The primary responsibility of the Board is to oversee the business and affairs of the Company. The Board met seveneight times in 2007.2008. All directors attended at least 75% of the total meetings of the Board and committees of which they were members in 2007;2008; in the case of directors who joined or left the Board in 2007,2008, this refers to the period they served as directors. The Board conducts executive sessions of non-management directors at every regular Board meeting. At these executive sessions, the Chair of the Corporate Governance and Nominating Committeeour Lead Director presides. Interested persons may communicate about appropriate subject matter with the Chair of the Corporate Governance and Nominating Committeeour Lead Director, as described above under the section titled "Shareholder Communications with the Board."

The Board has reviewed the independence of its members, considering the independence tests promulgated by the New York Stock Exchange and has adopted categorical standards to assist it in making its determination of director independence. These categorical standards are attached to this Proxy Statement as Appendix A. The Board has affirmatively determined that each of Messrs. Chelberg, Fiedler, Holden, Jones, Kelly, Lehman, Rensi, Teerlink and Ms. Daniel and Ms. Decyk are independent on the basis that they had no relationships with the Company that would be prohibited under the independence standards of the New York Stock Exchange or in the categorical standards. Mr. Michaels, who served as an executive officer of the Company until December 2007, and Mr. Pinchuk, our President and Chief Executive Officer, are not considered independent. Team Rensi Motorsports ("Team Rensi") is a sponsor of two carscompetes in the NASCAR Nationwide Series. One of our directors, Mr. Rensi, is an owner of Team Rensi. In 2007,2008, the Company had an agreement with Team Rensi to provide approximately $50,000 worth of tools valued at list prices; the actual cost to the Company was less than this amount. The Board has determined that this relationship did not affect Mr. Rensi's independence as it was a relationship permitted by the categorical standards and was customary for Snap-on to enter into agreements of this type. In addition, Mr. Kelly is a director of Northern Trust Corporation and Ms. Decyk is an officer of Royal Dutch Shell plc. An affiliate of Northern Trust Corporation performs administrative functions for several Snap-on benefit plans; Snap-on occasionally purchases petroleum products produced by affiliates of Royal Dutch Shell. However, the amounts of those transactions are extremely modest as compared to Snap-on's, Northern Trust's and Shell's total revenues. These relationships are permitted by the categorical standards, and it was determined that they did not affect Mr. Kelly's and Ms. Decyk's independence. See "Other Information—Transactions with the Company" for information about Snap-on's policies and practices regarding transactions with members of the Board.

The Board is organized so that its committees focus on issues that may require more in depth scrutiny. The present committee structure consists of the (i) Audit, (ii) Corporate Governance and Nominating, and (iii) Organization and Executive Compensation Committees. Committee reports are presented to the full Board for discussion and review.

The Board has established the position of Lead Director to assist in overseeing the affairs of both the Company and the Board. The Lead Director is appointed annually by the Board and must be an independent director. The Lead Director's responsibilities include: (i) presiding at Board meetings when the Chairman is not present; (ii) providing input to the Chairman regarding the agendas for

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Board and Committee meetings; (iii) presiding at all meetings of the independent directors; (iv) acting as the principal liaison between the independent directors and the Chairman on sensitive issues; and (v) being available for meetings with shareholders upon the request of the Chairman. Mr. Holden, an independent director, was appointed our Lead Director in February 2009.

The Board has adopted Corporate Governance Guidelines. These Guidelines are located on the Company's Website at www.snapon.com.

Audit Committee

The Audit Committee is composed entirely of non-employee directors who meet the independence and accounting or financial management expertise standards and requirements of the New York Stock Exchange and the Securities and Exchange Commission (the "SEC"). The Audit Committee assists the Board's oversight of the integrity of the Company's financial statements, the Company's independent auditors' qualifications and independence, the performance of the Company's independent auditors, the Company's internal audit function, and the Company's compliance with legal and regulatory requirements. During fiscal 20072008 the Committee met eightnine times. The Board has adopted a written charter for the Audit Committee, which is located on the Company's Website at www.snapon.com. The Committee's duties and responsibilities are discussed in greater detail in the charter. Currently, Ms. Daniel (Chair) and Messrs. FiedlerHolden, Jones and Teerlink (Chair) and Ms. Daniel serve on the Audit Committee. Mr. Fiedler also served on the Audit Committee until April 24, 2008. The Board has determined that each of the Audit Committee members qualifies as an audit committee financial expert within the meaning of regulations promulgated by the SEC pursuant to the Sarbanes-Oxley Act of 2002.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is composed entirely of non-employee directors who meet the independence requirements of the New York Stock Exchange. This Committee makes recommendations to the Board regarding Board policies and structure including size and composition of the Board, corporate governance, number and responsibilities of committees, tenure policy, qualifications of potential Board nominees, including nominees recommended by shareholders, and director compensation. Currently, Messrs. Chelberg, Holden and Lehman (Chair), Chelberg and Fiedler serve on the Corporate Governance and Nominating Committee. Mr. NybergHolden also served on the Corporate Governance and Nominating Committee until November 1, 2007.April 24, 2008. During fiscal 20072008 the Committee met four times. The Board has adopted a written charter for the Corporate Governance and Nominating Committee which is located on the Company's Website at www.snapon.com. The Committee's duties and responsibilities are discussed in greater detail in the charter. See the section titled "Nomination of Directors" for more information regarding recommending and nominating directors.

Organization and Executive Compensation Committee

The Organization and Executive Compensation Committee is composed entirely of non-employee directors who meet the independence requirements of the New York Stock Exchange and the SEC. This Committee oversees our corporate organization, executive succession and executive compensation programs. It recommends to the Board the appropriate level of compensation for our Chief Executive Officer and, after consulting with the Chief Executive Officer, approves the compensation of other officers. This Committee also administers our incentive stock and compensation plans and the employee stock ownership and franchised dealer stock ownership plans. This Committee has also been designated by the Board to consider and conduct succession planning for the chief executive officer position with the oversight of the Board. Currently Ms. Decyk (Chair) and Messrs. Kelly and Rensi serve on the Organization and Executive Compensation Committee. During fiscal 20072008 the Committee met sixeight times. The Board has adopted a written charter for the Organization and Executive Compensation Committee, which is located on the Company's Website at www.snapon.com. The Committee's duties and responsibilities are discussed in greater detail in the

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charter. The Committee's processes and procedures are discussed in the section titled "Compensation Discussion and Analysis."

Availability of Certain Corporate Governance Documents

The Board has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and a written charter for each of the Audit Committee, Corporate Governance and Nominating Committee and the Organization and Executive Compensation Committee. The Corporate Governance Guidelines, Code of Business Conduct and Ethics (and information about any waivers from the Code that are granted to directors or executive officers) and the charters are available on the Company's Website at www.snapon.com. All of these documents are also available in print upon written request directed to our Corporate Secretary at 2801 80^th Street, Kenosha, WI 53143.

Board Compensation

Employee Directors

Directors who are employees do not receive additional compensation for serving on the Board or its Committees.

Non-employee Directors

In fiscal 2007,2008, our non-employee directors each received an annual retainer of $75,000. Non-employee directors who were also committee chairs received an annual chair fee of $10,000, except for the Audit Committee Chair who received an annual chair fee of $15,000. Audit Committee members, except for the Audit Committee Chair, received an additional annual fee of $7,500. Mr. Michaels received an additional $125,000 fee, which was paid after he retired as a Snap-on employee on April 30, 2008, for service as our non-executive, non-employee Chairman through the 2009 Annual Meeting. Mr. Holden was named our Lead Director in February 2009, and for his services in that role he will receive an additional annual fee of $25,000, payable in April 2009.

On April 26, 2007,24, 2008, the Board of Directors approved a grant of $90,000$100,000 worth of shares of restricted stock to non-employee directors under our 2001 Incentive Stock and Awards Plan, as amended (the "Stock and Incentive Plan"). The number of restricted shares granted was based on the average closing price for the Company's stock for the 30 business days prior to the grant date. Therefore, in fiscal 2007,2008, each non-employee director, other than Mr. Jones, received 1,8271,946 shares of restricted stock. Mr. Jones received a prorated grant of 1,435 shares of restricted stock in July 2008 when he joined the Board. The restrictions on the shares lapse on termination of service as a director or in the event of a change in control, as defined in the plan. The directors are entitled to receive cash and stock dividends on the restricted stock at the same rate as the dividends paid to our shareholders, and have full voting rights with respect to the shares. Prior to fiscal 2006, each non-employee director received an annual grant of stock options to purchase 3,000 shares of our common stock at an exercise price equal to the fair market value of our common stock on the grant date.

Directors have the option to receive up to 100% of their cash fees, including the annual retainer, in shares of common stock under the Amended and Restated Directors' 1993 Fee Plan, which we refer to as the "Directors' Fee Plan." Under this plan, non-employee directors receive shares of our common stock based on the fair market value of a share of our common stock on the last day of the month in which the fees are paid. Under the Directors' Fee Plan, directors may choose to defer the receipt of all or part of their shares and fees to a deferral account. The Directors' Fee Plan credits deferred cash amounts with earnings based on market rates of return. Earnings on deferred cash amounts were based on the money market funds rate, which from January 1, 20072008 to December 31, 20072008 averaged 5.21%2.93%. Dividends on deferred shares of common stock are automatically reinvested at the same rate as the dividends paid to our shareholders.

Directors also are entitled to reimbursement for reasonable out-of-pocket expenses they incur in connection with their travel to and attendance at meetings of the Board or committees thereof. In

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addition, non-employee directors, who are not eligible to participate in another group health plan, may participate in our medical plans on the same basis as our employees; however, non-employee directors must pay the full premium at their own expense. Eligibility to participate in our medical plans ceases upon termination of service as a director.

Set forth below is a summary of the compensation paid to each non-employee director in fiscal 2007:2008:

Table 1: Director Compensation

⁽¹⁾

Includes annual retainer, committee and chair fees.

⁽²⁾

Amounts shown are the amounts expensed in 20072008 relating to restricted stock grants. Effective January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123(R),Share-Based Payment, which requires us to recognize compensation expense for stock options and other stock-related awards granted to our employees and directors based on the estimated fair value of the equity awards at the time of grant. The compensation expense for such awards is expensed at the time of grant. There was no option expense in 20072008 for directors' options as no options were granted in 2007.2008. The assumptions used to determine the valuation of the awards are discussed in note 13 to our consolidated financial statements.

For Mr. Michaels this amount includes $100,000 of expense related to restricted stock awarded to him in 2008 in his capacity as a non-employee director. Additionally, this amount also includes $1,403,281 of expense for stock and option awards granted prior to 2008 while he was employed by the Company; such expense continued to accrue through his retirement. See also footnote 5 below regarding Mr. Michaels' retirement and the section entitled "Executive Compensation" regarding the Company's stock-based compensation programs generally.

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⁽³⁾

Each non-employee director had the following equity awards outstanding as of the end of fiscal 2007:2008:

		Option Awards			Stock Awards
Name		Number of Securities Underlying Unexercised Options (#)			Number of Shares of Stock That Have Not Vested (#)
Bruce S. Chelberg			21,000			5,730
Karen L. Daniel			—			5,730
Roxanne Decyk			6,000			5,730
John F. Fiedler			—			5,730
James P. Holden			—			3,371
Nathan J. Jones(4)			—			1,435
Arthur L. Kelly			21,000			5,730
W. Dudley Lehman			6,000			5,730
Jack D. Michaels(5)			—			69,242(7)
Edward Rensi			21,000			5,730
Richard F. Teerlink			21,000			5,730

The options are fully vested and expire on the earlier of (i) ten years from the date of grant, or (ii) a stated period after termination of service as a director. The restrictions on the stock awards lapse upon termination of service as a director or in the event of a change in control, as defined in the Stock and Incentive Plan.

⁽⁴⁾

Mr. HoldenJones became a director on July 2, 2007.1, 2008.

⁽⁵⁾

Mr. Nyberg servedMichaels ceased being considered an executive officer of Snap-on when he retired as our Chief Executive Officer in December 2007 upon Mr. Pinchuk's election to that position. In connection with that change in position and effective January 1, 2008, Mr. Michaels' base salary was set at $300,000 annually, subject to further adjustment as part of the compensation planning process. Mr. Michaels subsequently retired as a Snap-on employee on April 30, 2008; at that time he became eligible to receive compensation as a non-employee director until Novemberand received $125,000 for his service as our non-executive, non-employee Chairman of the Board through the 2009 Annual Meeting.

⁽⁶⁾

The amounts shown in the "All Other Compensation" column above for Mr. Michaels include his base salary while a Snap-on employee and the value of a retirement gift of Snap-on product at market price ($6,059) as well as the related tax-gross-up ($4,375).

⁽⁷⁾

Includes 46,588 shares of restricted stock that vest based on the achievement of certain Company initiatives over the 2006-2008 period and 20,708 shares of restricted stock that vest based on the achievement of certain Company initiatives over the 2007-2009 period. As a result of the Company's achievements during the 2006-2008 period, the 46,588 shares of restricted stock vested in February 2009.

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Stock Ownership Guidelines for Directors

Snap-on believes that it is important for directors to maintain an equity stake in Snap-on to further align their interests with those of our shareholders. Directors must comply with stock ownership guidelines as determined from time to time by our Board. Effective January 1, 2007.

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ITEM 2: RATIFY THE AUDIT COMMITTEE'S SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR 20082009

The Board of Directors proposes that the shareholders ratify the selection by the Audit Committee of Deloitte & Touche LLP ("D&T") to serve as the Company's independent auditor for the 20082009 fiscal year. Pursuant to the Sarbanes-Oxley Act of 2002 and regulations promulgated by the SEC thereunder, the Audit Committee is directly responsible for the appointment of the independent auditor. Although shareholder ratification of the Audit Committee's selection of the independent auditor is not required by our Bylaws or otherwise, we are submitting the selection of D&T to our shareholders for ratification to permit shareholders to participate in this important decision. If the shareholders fail to ratify the Audit Committee's selection of D&T as the Company's independent auditor for 20082009 at the Annual Meeting, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select a different independent auditor. Representatives of D&T will be at the Annual Meeting to answer your questions and to make a statement if they so desire.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITOR FOR 2008.2009.

AUDIT COMMITTEE REPORT

The duties and responsibilities of the Audit Committee are set forth in a written charter adopted by the Board, which is located on the Company's Website at www.snapon.com. The Audit Committee reviews and reassesses this charter annually and recommends any changes to the Board for approval.

During fiscal 2007,2008, the Committee met eight times. In the exercise of its duties and responsibilities, the Committee members reviewed and discussed the audited financial statements for fiscal 20072008 with management and the independent auditors. In addition, the Committee members met to discuss the earnings press releases and interim financial information contained in each earnings press release with the Chairman, the President and Chief Executive Officer, the Chief Financial Officer, the Controller, and the independent auditors prior to public release.

The Committee also discussed all thewith Deloitte & Touche LLP, Snap-on's independent auditors, those matters that are required to be discussed by Statement ofon Auditing StandardStandards No. 61114, "The Auditor's Communication with Snap-on's independent auditors, Deloitte & Touche LLP.Those Charged with Governance" and SEC Regulation S-X, Rule 2-07 "Communication with Audit Committees." The Committee received a written disclosure and letter from Deloitte & Touche LLP as required by Independence Standardsthe applicable standards of the Public Company Accounting Oversight Board Standard No. 1regarding the independent accountant's communications with the Audit Committee concerning independence and has discussed with Deloitte & Touche LLP their independence. Based on their review and discussions and subject to the limitations on the role and responsibilities of the Committee in its charter, the Committee recommended to the Board that the audited financial statements be included in Snap-on's Annual Report to shareholders on Form 10-K to be filed with the Securities and Exchange Commission.

Karen L. Daniel, Chair
James P. Holden
Nathan J. Jones
Richard F. Teerlink Chair
Karen L. Daniel
John F. Fiedler

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DELOITTE & TOUCHE LLP FEE DISCLOSURE

The Audit Committee selects our independent auditors for each fiscal year. During the fiscal year ended December 29, 2007,January 3, 2009, Deloitte & Touche LLP ("D&T") was employed principally to perform the annual audit, including audit services related to the Company's Sarbanes-Oxley Section 404 compliance, and to render tax advice and compliance services. The following table sets forth the amount of fees for professional services rendered by D&T as of and for the fiscal years ended January 3, 2009 (Fiscal 2008) and December 29, 2007 (Fiscal 2007), and December 30, 2006 (Fiscal 2006).

⁽¹⁾

Includes fees related to the issuance of the audit opinions, including Sarbanes-Oxley 404, and timely quarterly reports on Form 10-Q, statutory audits and consents for other SEC filings.

⁽²⁾

Includes acquisition-related due diligence and audits of employee benefits plans in both years.

⁽³⁾

Includes U.S. and international tax advice and compliance services.

The Audit Committee has adopted a policy for pre-approving all audit and non-audit services provided by the independent auditor. These procedures include reviewing a budget for audit and permitted non-audit services. The budget includes a description of, and a budgeted amount for, particular categories of non-audit services that are recurring in nature or anticipated at the time the budget is submitted. Audit Committee pre-approval is required to exceed the budgeted amount for a particular category of services and to engage the independent auditor for any service that was not pre-approved. The Audit Committee considers whether the provision of such services are consistent with the SEC's rules on auditor independence and whether the independent auditor is best positioned to provide the most effective and efficient service. The Audit Committee considered the non-audit services provided by D&T in fiscal 20062007 and 20072008 and determined that the provision of those services is compatible with maintaining auditor independence. The Audit Committee has also delegated pre-approval authority to the Committee Chair, provided that any pre-approval by the Committee Chair is reported to the Audit Committee at its next regularly scheduled meeting. The Audit Committee periodically receives a report from members of management and the independent auditor on the services rendered and fees paid to the independent auditors to ensure that such services are within the pre-approved amounts.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table shows the number of shares of Snap-on common stock beneficially owned by each non-employee director and by Messrs. Ellen, Kassouf, Michaels, Pinchuk and Ward and Ms. Moreno (the "named executive officers" or "NEOs"), as well as the total number of shares held by all current directors and executive officers as a group, as of February 25, 2008,23, 2009, the Record Date. Beneficial owners include the directors and executive officers, their spouses, minor children and family trusts. In addition, we also include information regarding one former executive officer, Ms. Marrinan, who is also included in the Summary Compensation Table and considered a named executive officer. Unless we have indicated otherwise in the footnotes, the individuals listed below have sole voting and investment power over their shares.

Table 2: Security Ownership of Management

As a group, the current directors and executive officers beneficially own approximately 2.8%2.2% of the outstanding common stock, including option shares and deferred share units.

Mr. Michaels beneficially owns approximately 1.0% of the outstanding common stock; however, no other No individual director or executive officer beneficially owns more than 1% of the outstanding common stock.

⁽¹⁾

Amounts for directors and executive officers include deferred share units payable in shares of common stock on a one-for-one basis. Amounts for the named executive officers include the following amounts of restricted shares: Mr. Ellen—63,140,39,140, Mr. Kassouf—13,530,9,930, Ms. Marrinan—12,000,Moreno—14,000, Mr. Michaels—106,700, Ms. Moreno—23,000, Mr. Pinchuk—89,200,65,200, and Mr. Ward—

51,100.39,100. Mr. Michaels' total includes 20,708 restricted shares. "Restricted" means that the share units or shares of stock are unvested and subject to forfeiture under terms of compensation awards or agreements if the Company and/or the holder do not meet the vesting requirements.




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⁽²⁾

This column represents shares not included in the "Shares Owned" column that may be acquired by the exercise of options as of the Record Date or within 60 days of the Record Date.

⁽³⁾

This figure includes shares held by Mr. Ellen's limited partnership.

⁽⁴⁾

This figure includes shares held by trusts for the benefit of Mr. Kelly and his family.

Security Ownership of Certain Beneficial Owners

The following information relates to each person or entity known to us to be the beneficial owner of more than 5% of our common stock. Except as otherwise indicated, each person or entity listed below has sole voting and investment power over their shares.

Harris Associates L.P., Two North LaSalle Street, Suite 500, Chicago, IL 60602, has reported on Schedule 13G/A, filed on February 12, 2009, the beneficial ownership of 4,205,000 shares of common stock as of December 31, 2008, representing approximately 7.3% of the shares outstanding. Harris reports sole voting power and sole dispositive power as to all of such shares.

FMR, LLC, 82 Devonshire Street, Boston, MA 02109, has reported on Schedule 13G, filed on February 17, 2009, the beneficial ownership of 3,778,719 shares as of December 31, 2008, representing approximately 6.6% of the shares outstanding. FMR, LLC reports sole dispositive power as to all of such shares, and reports sole voting power as to 35,063 of those shares.

Lord, Abbett & Co., LLC, 90 Hudson Street, Jersey City, NJ 07302, has reported on Schedule 13G/A, filed on February 14, 2008,13, 2009, the beneficial ownership of 4,690,4152,895,361 shares of common stock as of December 31, 2007,2008, representing approximately 8.1%5.0% of the shares outstanding. Lord Abbett reports sole dispositive power as to all of such shares, and sole voting power as to 4,568,5152,802,461 of those shares.

EARNEST Partners, LLC, 1180 Peachtree Street, Suite 2300, Atlanta, GA 30309, has reported on Schedule 13G/A, filed on January 31, 2008, the beneficial ownership of 3,394,406 shares of common stock as of December 31, 2007, representing approximately 5.9% of the shares outstanding. EARNEST reports sole dispositive power as to all of such shares, sole voting power as to 1,137,175 of those shares, and shared voting power as to 1,077,003 shares.

Harris Associates L.P., Two North LaSalle Street, Suite 500, Chicago, IL 60602, has reported on Schedule 13G/A, filed on February 13, 2008, the beneficial ownership of 4,387,590 shares of common stock as of December 31, 2007, representing approximately 7.6% of the shares outstanding. Harris reports shared voting power as to all of such shares, with sole dispositive power as to 2,465,290 of those shares and shared dispositive power as to 1,922,300 shares.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Compensation Committee

The Organization and Executive Compensation Committee of the Board of Directors (which we refer to as the "Compensation Committee" or the "Committee") is composed solely of independent directors, as determined under the New York Stock Exchange listing standards. The Committee oversees Snap-on's executive compensation programs. The Committee's responsibilities are set forth in its charter, which you can find on the Company's Website at www.snapon.com. Three primary responsibilities are to:

•

Review corporate goals and objectives relevant to compensation for the Chief Executive Officer and to evaluate the performance of the Chief Executive Officer in light of these goals and objectives;



•

In consultation with the independent directors who are not members of the Committee, establish the compensation for the Chief Executive Officer; and



•

Establish the compensation of all other executive officers, after consulting with the Chief Executive Officer. (Please refer to Item 10 of our Annual Report on Form 10-K for a listing of our seveneight executive officers.)

This discussion and analysis is designed to assist your understanding of Snap-on's compensation objectives and philosophy, the Compensation Committee's practices and the elements of total executive compensation.

Objectives and Philosophy

Snap-on's executive compensation program is designed to attract and retain high quality executive officers that are critical to the long-term success of the Company, to pay for performance funded by positive economic results, individual contributions and progress toward strategic goals, and to pay at competitive levels, consistent with our peer group. Snap-on's philosophy is to place an amount of each executive officer's pay at risk so that he or she is rewarded for achieving Snap-on's short-term business and long-term strategic goals. We determine target total direct compensation levels for Snap-on's executive officers based on several factors, including:

•

Each individual's role and responsibilities;



•

The totalTotal compensation of executives who perform similar duties at other companies;companies in our peer group;



•

The totalTotal compensation for the executive officer during the prior fiscal year;



•

The executive officer's performancePerformance and projected contribution to Snap-on's future success; and



•

Other circumstances as appropriate.

Our goal is to design a compensation program that rewards executive officers for performance in relationship to the achievement of shareholder returns, as well as corporate and personal performance goals. As such, the majority of our executive officers' total compensation opportunity is placed at risk by tying it to annual and long-term incentive plans rather than base salary. In order to further emphasize this pay for performance philosophy, we generally derive base salaries from the median for comparable positions reflected in Market Data described below, while ourbelow. Our targeted total direct compensation levels (base salary plus target annual and long-term incentives) for 2007 and the past few years have beenare designed to generally fall within the 6050^th and 65^th percentiles of the market if target levels of the performance measures were achieved. Therefore, to try to achieve this balance, we have targeted incentive compensation to be above the 65^th percentile. For the past several years, actual pay for our executive officers has generally been, on

average, below our targeted compensation levels because the target levelsTable of performance in the long-term incentive plans were notContents

measures are achieved. Each element of total direct compensation and Market Data is discussed further below.

During 2007, we made the decision to broaden the compensation philosophy to target total direct compensation to fall within the 50^th and 65^th percentiles. We believe this change will bring us closer in line with the market and current practices, while still providing flexibility to attract and retain top-tier talent and align compensation with our aggressive performance expectations. We do not intend that this change in philosophy will have an immediate effect on the compensation of our current executive officers while they are in their current positions because we intend to gradually implement this new philosophy as individuals join the Company and existing executives move into new positions. We expect that this changed philosophy will provide us more ability to use judgment and discretion in the future.

In addition to base salary and incentive compensation, the Committee also oversees benefits and other amounts payable to executive officers. This includesofficers, including retirement benefits and potential benefits that may be payable in a situation involving a change in control of the Company. The Committee periodically reviews market practices with respect to these other types of compensation. The Committee did not benchmark these items in 2007 because these types of benefits and programs have many facets and the Committee believes they are not conducive to review in such a manner.

Retirement benefits are intended both to recognize, over the long term, services rendered to the Company and to keep our overall pay packages for executive officers comparable to that of the market so that we can attract and retain high quality executive officers. The Company also maintains a 401(k) plan that permits participants, including our executive officers, to make additional retirement contributions. Depending on the participant's pension formula, the Company matches a specified portion of participant contributions.

The retirement arrangements adopted by the Company are designed so that any limitations on covered compensation and potential benefits that would apply under the Internal Revenue Code should not limit the actual retirement benefits that are earned and received by the Company's executive officers. In addition, the Company sponsors a deferred compensation plan for which approximately 50 active and retired executives are eligible to participate, including each of the executive officers. Depending on the pension formula applicable to the executive officer and their participation in the 401(k) plan, the Company makes matching contributions to restore 401(k) plan matching contributions that are otherwise limited by Internal Revenue Service ("IRS") regulations. The Committee believes it is appropriate to maintain these additional contributory plans, with the matching feature, to maintainprovide total pay packages comparable to that in the market and to provide an additional incentive for the participants to further provide for their retirement.market. While the Committee periodically reviews market information to maintain comparability to market practice, it does not benchmark retirement benefits because of the wide variety of plans used across the industry.

Consistent with market practice, theThe Company provides various other health and welfare benefits to its executive officers and other employees.employees, consistent with market practice. These benefits, such as health and disability insurance, are provided to most U.S. salaried employees on substantially the same basis. The Company does not provide other perquisites to executive officers.

The Company, like many companies, has compensation agreements with key executive officers that typically provide the executive officers with severance and other benefits in the event of certain terminations of employment within a specified period following a change of ownership. The Committee regularlyperiodically reviews these agreements and compares the level of benefits payable thereunder to those offered at other companies, and believes these types of agreements remain important to the Company.

The Company does not have any specific compensation agreements with executives officers other than the change in control agreements described below. Severance for executive officers, outside of a change in control, is determined on a case-by-case basis. There are no special

severance agreements with the executive officers named in the Summary Compensation Table (the "named executive officers" or "NEOs") who are current officers..

Compensation Committee Practices

The Compensation Committee has the sole authority to retain and terminate a consulting firm to assist in the evaluation of compensation of the Chief Executive Officer and other executive officers, and has the sole authority to approve the consultant's fees and other retention terms. As part of the process to retain an executive compensation consultant, the Committee considers theirthe consultant's representations with respect to their practices and approach to maintaining independence. To further ensure independence our executive compensation consultant reports directly to the Committee. The

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analyses performed by our consultants on competitive marketplace practices are referred to as the "Market" or "Market Data."

While the Committee usesreviews data that reflects the 50^th to 65^th percentile of Market Data as a reference pointguideline for determining various components of an executive officer's direct compensation, it does not benchmark this data in order to mathematically calculate compensation. The Committee reviews Market Data in general terms and we believe it is important for the Committee to use its judgment and discretion to address individual circumstances rather than to simply aim for a level of compensation that falls within a specific range of Market Data. Therefore, the information in the Market Data is not used to limit the discretion of the Committee in establishing compensation levels for executive officers.

In 2006, the Committee retained The Delves Group ("Delves") as its executive compensation consultant. Delves assisted in conducting a thorough review of the effectiveness and competitiveness of our executive compensation programs. In performing this review, Delves performed interviews with our directors and executive officers, compared the Company's executives' actual and targeted compensation to the Market, and relied upon their general market knowledge and knowledge of the industry, including the prevalence of different compensation vehicles. The Market Data was used to assess total direct compensation levels, and to assist in establishing 2007 targeted compensation levels for Snap-on's executive officers. In particular, with the assistance of Delves, the Committee determined that our executive officers' base salaries and incentive compensation targets were in line with the Market and our compensation philosophy.

In addition to gathering Market Data from various surveys that are available from widely recognized experts in the compensation field, our compensation consultants also gather publicly available data related to a peer group of companies. This peer group represents a set of companies that share important business or organizational attributes (such as size, industry, or business complexity) with us or companies with which we believe we may compete for executive talent. On a periodic basis we review and update our peer group to account for changes in the marketplace and availability of data. We believe that the peer group data provides an understanding of specific pay levels and mix for named executive officers as well as broader pay design/practices for a specific group of companies. We also believe that this data provides us with a good basis for an external review of the relationship between pay and performance. The following companies were approved by the Committee on recommendation by Delves as peer companies, for use in establishing 2007 targeted compensation levels:

In 2007, the Committee retained Mercer Consulting and Semler Brossy Consulting Group ("Semler Brossy") to provide ongoing advisory services to the Committee. These services include, but are not limited to, providing updates on trends in executive compensation practices; reviewing and making recommendations on the Company's overall compensation strategy; providing input and reviewing Chief Executive Officer and other executive officer salary increases and incentive targets; reviewing incentive program design; and updating the peer group and performing market analysis. The Company has in the past used, and continues to use, Mercer Consulting for actuarial related services in connection with the Company's retirement plans. Semler Brossy does no other work for the Company other than acting as an advisor to the Committee. In 2008, the Committee has exclusively retained Semler Brossy for compensation advice and consultation.

In 2007, after considering marketplace changes and information provided by Mercer Consulting and Semler Brossy, the Committee reviewed our peer group and selected the following peer group companies to be used for future executive compensation analyses:

Our compensation consultant gathers publicly available data related to our peer group of companies. Our peer group represents a set of companies that share important business or organizational attributes (such as size, industry, or business complexity) with us or companies with which we believe we may compete for executive talent. On a periodic basis we review and update our peer group to account for changes in the marketplace and availability of data. We believe that the peer group data provides an understanding of specific pay levels and mix for named executive officers as well as broader pay design/practices for a specific group of companies. We also believe that this data provides us with a good basis for an external review of the relationship between pay and performance.

To supplement peer group compensation data, our compensation consultants gather and review information from various surveys that are available from widely recognized experts in the compensation field, including Towers Perrin and Mercer Consulting.

The Committee annually reviews and approves the base salaries of each executive officer in view of Market Data, an annual performance review and any related merit adjustment recommended by our Chief Executive Officer, andas well as, in consultation with its executive compensation consultant. Salary adjustments are generally made annually ("merit increase") or in conjunction with a change in responsibility.

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Generally, the Committee begins its consideration of the next year's total compensation at its fall meeting. During these meetings, matters such as changes in Market Data, plan philosophy and design, expected performance and historical performance are discussed. Final determinations of plan designs, annual incentive targets and long-term incentive compensation awards are made at the Committee's February meeting, which is held in connection with a regularly scheduled Board meeting shortly after the public release of the prior year's financial results. At that meeting, the Committee also is able to review prior year performance and the status of prior awards of long-term incentive compensation. The Committee has found that considering those matters at a February meeting allows the Committee to not only factor in the prior year's financial results and the current year's operating plan but also to assess the prior years' compensation in its decision making. In some cases, financial goals for long-termincentive plan awards may be finalized after the February meeting, allowing the Committee to consider items from that meeting. Occasionally, grants of long-term incentive compensation are made at other meetings in special cases such as promotions or new hires.

Stock options and other long-term incentives are awarded effective as of the Board or Committee meeting date and have an exercise price equal to the closing price of Snap-on common stock as reported on the New York Stock Exchange on the grant date, which is either that date or a specified future date (the "grant date").

Upon the request of the Committee, various Company personnel compile and organize information, arrange meetings and act as Company support for the Committee's work. As discussed in further

detail below, our Chief Executive Officer is also involved in making compensation recommendations for other executive officers, which are considered by the Committee.Committee; however, management does not have any involvement in the determination of the Chief Executive Officer compensation.

Total Direct Compensation—Cash and Incentive

Three elements comprised the total direct cash and incentive compensation for Snap-on's executive officers in 2007:2008:

•

Base salary;



•

Annual incentives; and



•

Long-term incentive compensation.

Base Salary

We provide base salaries a common market practice, in order to attract and retain high quality individuals. The median of base salaries in the Market Data is generally used as a reference point to compare and establish our executive officers' base salaries. Base salaries, however, are not mathematically derived from these medians because we believe that it is appropriate for the Committee to use its discretion in setting base salaries. There are variances from the median due to factors such as performance, individual experience, tenure in the position, and prior salary. The Committee reviews executive officers' salaries, including those that are substantially above or below the median, and also considers a number of other factors such as job responsibilities and changes in job responsibilities, achievement of specified Company goals, retention, demonstrated leadership, performance potential and Company performance when determining base salary. While the factors that are considered in setting base salaries are not weighed or ranked in any particular way, it is expected that individuals would gradually move higher in salary ranges as their performance improves and as they gain experience with the Company and in their position.

In November of 2006,2007, after reviewing Market Data prepared by DelvesMercer Consulting and considering the factors discussed above, we determined that the base salaries of our executive officers were

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appropriate and in line with our compensation philosophy. OfThe base salaries of the then eight executive officers (whichserving at that time excluded Thomas L. Kassouf, who became an executive officer in December 2007), the base salaries ranged from 11% below Market median to 31%35% above Market median.

Thomas J. Ward was determined to be below Market median. As a result of this Market analysis and other factors, including consideration of recently increased responsibilities, Mr. Ward was promoted from Vice President to Senior Vice President and awarded a base salary increase of $50,000, effective November 1, 2006. After this increase, Mr. Ward's base salary was determined to be above the Market median.

Martin M. Ellen Susan F. Marrinan and Jack D. Michaels werewas determined to be above Market median and Nicholas T. Pinchuk and Jeanne M. Moreno werewas determined to be well above Market median. This analysis was performed when Mr. Pinchuk was serving as Senior Vice President, Snap-on Incorporated and President—Worldwide Commercial and Industrial Group.

The Committee gave consideration to the variances for the other named executive officers in light of all the factors discussed above and considered them reasonable. Specifically related to Ms. Moreno, her base salary reflected her prior compensation package and skill set upon hire,hire. Thomas J. Ward was determined to be at Market median. Thomas L. Kassouf, who became President-Commercial Division in April 2007 and the Committee's assessment of her contributionsan executive officer in December 2007, was determined to the Companybe below Market median. Considering his new responsibilities and the importanceshort tenure in his position, it was decided that the Committee and Management place on the initiative that she is leading to enhance the Company's existing global Enterprise Resource Planning (ERP) management information system. With respect toMr. Kassouf 's base salary was appropriate. The determination for Mr. Pinchuk was made when he was our Chief Operating Officer, and is not relevant to his base salary reflected his experience, the Committee's assessment of his future performance potential within the Company,current compensation as well as the significant leadership demonstrated in improving the financial performance of those businesses for which he had responsibility.Chief Executive Officer.

In 2007,2008, we generally considered merit salary increases of 5% to 9% for executive officers whose performance was rated outstanding, 3% to 6% for those whose performance was rated commendable, 2% to 4% for those rated acceptable, and 0% for those whose performance was rated needs improvement. In addition to performance ratings, we also considered salary versus Market Data and awardedData. None of the named executive officers received salary increases outside of the guidelines for one of the eight executive officers, which included a promotional increase along with the merit increase.guidelines. Actual annual merit salary increases in 2007 ranged from 2% to 7.1%2008 for the named executive officers (excluding the base salaryranged from 5% to 7%. Merit increases discussed in the footnotes below that were related to changes in responsibilities).

Listed below are the annual rates of base salary as of December 30, 2006 and December 29, 2007 (or as of their last day serving asgranted one year from an executive officer, for those who no longer were executive officers on December 29, 2007), for each of the executive officers named in the Summary Compensation Table, who are collectively referred to as the "named executive officers" or "NEOs."

⁽¹⁾

Mr. Pinchuk began the year as Senior Vice President, Snap-on Incorporated and President—Worldwide Commercial & Industrial Group. On April 23, 2007, the Board of Directors elected Mr. Pinchuk as President and Chief Operating Officer, and on December 18, 2007, the Board of Directors elected him President and Chief Executive Officer.executive's prior increase. Mr. Pinchuk's base salary was increased from $459,000 to $550,000 annually, effective April 23, 2007, in connectionreviewed at the February 2009 Committee meeting and, given the economic conditions at the time, remained the same even though the Committee was pleased with his

election as President and Chief Operating Officer and to $750,000, effective December 18, 2007, in connection with his election as President and Chief Executive Officer. performance.

⁽²⁾

Mr. Michaels, our prior Chief Executive Officer, retired from that position upon Mr. Pinchuk's election as President and Chief Executive Officer on December 18, 2007, but he continues as the Chairman of the Board of Directors (which is not an executive officer position). Mr. Michaels' salary decreased from $900,000 to $300,000, effective January 1, 2008, in connection with his retirement from the position of Chief Executive Officer and in view of his remaining duties as Chairman of the Board of Directors.

⁽³⁾

Mr. Ellen received an additional base salary increase of 14.5%, from $393,041 to his current salary, effective July 1, 2007, in order to reflect the Committee's judgment on his experience and performance with the Company.

⁽⁴⁾

On April 24, 2007, Mr. Ward was appointed Senior Vice President and President—Snap-on Tools Company LLC. Mr. Ward was previously Senior Vice President and President—Diagnostics and Information Group. Mr. Ward's base salary was increased from $325,000 to $370,000 annually, effective April 24, 2007, in connection with his appointment as Senior Vice President and President—Snap-on Tools Company LLC.

⁽⁵⁾

On April 25, 2007, Mr. Kassouf was appointed President—Commercial Division. Mr. Kassouf was previously President—Worldwide Equipment Division. Mr. Kassouf's base salary was increased from $251,682 to $300,000, effective April 25, 2007, in connection with his appointment as President—Commercial Division. Mr. Kassouf was elected as Senior Vice President and President—Commercial Division effective December 18, 2007.

⁽⁶⁾

Ms. Marrinan retired as Vice President, Secretary, and Chief Legal Officer effective December 18, 2007, and assumed the position of Senior Legal Advisor (which is not an executive officer position).

Annual Incentives

We provide annual cash incentives for our executive officers and approximately 1,000 other salaried employees under the 2001 Incentive Stock and Awards Plan, as amended with shareholder approval in 2006 (the "Stock and Incentive Plan"). The annual incentive compensation is intended to place a significant part of each executive officer's total annual compensation at risk (i.e., pay for performance). During the executive compensation review performed by Delves, they generally compared annual incentive payments at the "target" level, combined with base salaries, to the 60^th to 65^th percentile of the Market Data for annual cash compensation. Therefore, becauseAs base salaries are generally compared to the Market median, as previously discussed, annual incentive targets would generally be expected to exceedbe between the 50^th and 65^th percentile of Market for annual incentives.incentives, with stretch goals built in to achieve the 65^th percentile. However, as is the case with base salaries, the Committee exercises discretion and is not bound by numerical benchmarks.

In November At the beginning of 2006, after reviewing the Market Data prepared by Delves and considering other relevant factors, we determined that the combination of base salary and annual incentive targets ("Target Total Cash Compensation") of our executive officers was appropriate and in line with our compensation philosophy. Of the then eight executive officers (which at that time excluded2008, Mr. Kassouf), the Target Total Cash Compensation ranged from 4% below to 38% above the 65^th percentile of Market.

Mr. Michaels was determined to be below the 65^th percentile. Mr. Ward was determined to be at the 65^th percentile. In conjunction with Mr. Ward's November 1, 2006 promotion to Senior Vice President, and his base salary increase, his annual incentive target was increased from 70% to 75% of base salary. After these adjustments his Target Total Cash Compensation was above the 65^th percentile of Market.

The Committee considered this reasonable in light of Mr. Ward's experience, performance, and contributions to the Company's success.

Mr. EllenKassouf's and Ms. Marrinan were determined to be above the 65^th percentile. Mr. Pinchuk and Ms. Moreno were determined to be well above the 65^th percentile.

In the Committee's judgment, the other variances were reasonable, and based upon this analysis no changes to any of the other NEOsMoreno's annual incentive targets were madeincreased from 60% to 65% of base salary to more accurately reflect their levels of responsibility. There were no changes to the other NEOs' annual incentive targets in 2008.

The 2008 target annual incentive for 2007. Again, the Committee specifically considered the variances for Ms. Moreno and Mr. Pinchuk in lighteach of the considerations discussed above forNEOs, expressed as a percentage of base salary, is set forth in the following table:

⁽¹⁾

Mr. Ellen's target bonus is higher than that of individuals in similar positions in our peer group, primarily in recognition of his level of responsibility, experience and determined that these amounts were reasonable. The Committee also considered the variance for Mr. Michaels and determined that it was reasonable in lighthistorical compensation levels.

Table of equity awards granted when he joined the Company, as well as the employment agreement entered into at that time.Contents

The general plan design for the NEOs in 2007 was2008 provided for a 70%60% weighting for quantifiable financial measures and a 30%40% weighting for personal strategic business goals, with the exception of Mr. MichaelsPinchuk whose weighting was 50% for quantifiable financial measures and 50% for personal strategic business goals. These proportions reflect the Committee's belief that annual incentives should be closely alignedbalance financial performance with financial performance.key strategic initiatives that help drive the success of the Company. In 2008, the weighting of personal goals increased from 2007 due to the Committee's desire to emphasize these important initiatives. Those participants whose primary job responsibilities relate to a particular business unit, or group of units, are measured against the financial performance of both the total Company and those business units. All incentive plans include a minimum weighting of 20% on total Company financial measures. The following table sets forth the weighting of these various targets for each of the NEOs:

⁽¹⁾

As a result of promotions and related changes in responsibility, effective April 23, 2007, Mr. Pinchuk's weighting of various targets changed to 70% CompanyBusiness Unit Financial Performance and 30% Personal Strategic Business Goals. Effective December 18, 2007, Mr. Pinchuk's weighting of various targets changedrelates to 50% Company Financial Performance and 50% Personal Strategic Business Goals.the Snap-on Tools Group.

⁽²⁾

Business Unit Financial Performance relates to the Commercial & Industrial Group through April 22, 2007.

⁽³⁾

Business Unit Financial Performance relates to the Diagnostics & Information Group through April 23, 2007, and the Snap-on Tools Group effective April 24, 2007.

⁽⁴⁾

Business Unit Financial Performance relates to the Worldwide Equipment Division through April 24, 2007, and the Commercial Division effective April 25, 2007.Division.

The Committee believes that this weighting encourages cooperation between business units and also closely aligns participants' actual compensation with the financial performance that they can most directly impact. This general plan design has been in place for the past several years and, in the

Committee's judgment, has achieved the objective of incenting and rewarding performance. In the past several years actual payments related to the various business unit plans have varied from zero to 200% of target, reflecting each business units' financial performance versus the financial performance measures. The 20072008 weighting of 50% for the quantifiableCompany financial measuresperformance and 50% for personal strategic business goals for Mr. Michaels and Mr. Pinchuk after being named Chief Executive Officer ("CEO"), reflects the relative importance the Committee and the Board attach to the various strategic initiatives that the CEOChief Executive Officer is expected to address on behalf of the Company.

Under the relevant plans, the Committee has broad discretion in determining payments, including adjusting results or changing an individual's goals. However, it only uses this discretion when it believes it is appropriate to further the interests of the Company and the incentive goals of the compensation. In some circumstances, such as a mid-year change in responsibility, the Committee uses discretion in determining which business unit's financial measures apply to the participant for the related year, as it did for Messrs. Pinchuk, Kassouf and Ward, as described above. The Committee also can consider unusual financial circumstances. During fiscal 2007,2008, the Committee did not otherwise useused its discretion to change the amount of anythe annual incentive awardedaward to an executive officer for 2007.officers, as discussed below.

For each financial performance measure, wethe Committee set three different performance levels (in order of rank)—"threshold," "target" and "outstanding."maximum." After the end of the year, we comparethe Committee compares actual performance against these levels for each of the performance measures in order to determine payments to the participants. Participants could have earned up to twice their target percentage for performance at the "outstanding""maximum" level. The "threshold" level of performance is the minimum level of performance for which any percentage of target bonus can be earned. Payments are adjusted proportionately for actual performance that falls between the "threshold," "target" and "outstanding""maximum" levels. The target percentage payouts for each participant may vary from year to year. The 2007 target annual incentive for each

Table of the NEOs, expressed as a percentage of base salary, is set forth in the following table:Contents

⁽¹⁾

Mr. Pinchuk's target bonus as a percentage of base salary increased from 90% to 100% effective December 18, 2007, in connection with his appointment as President and Chief Executive Officer.

⁽²⁾

Mr. Ellen's target bonus is higher than the other NEOs and the peer group, primarily in recognition of his level of responsibility, experience and historical compensation levels.

⁽³⁾

Mr. Kassouf's target bonus as a percentage of base salary increased from 45% to 60% effective April 25, 2007, in connection with his appointment as President—Commercial Division.

The Committee utilized the following quantifiable financial performance measures for the 20072008 Company-wide portion of the annual incentive award: operating income, working investment as a percentage of net sales, and the reduction of operating expenses. These measures were usedchosen because they reflect the Company's financial priorities and are regularly used to assess financial performance.

The 20072008 plan metrics and actual results for Company financial performance and achievement are set forth in the table below.

*

As discussed below, all payments related to Company and Business Unit Financial Performance would be reduced by 20% if Company operating expenses before restructuring exceed 34.3%32.3% of sales (excluding Financial Services revenue and expense).



⁽¹⁾

Determination of payout based on corporate performance between threshold, target, and maximum for Operating Income and Working Investment as a Percentage of Net Sales is interpolated based on actual results.



⁽²⁾

Operating Income represents income from continuing operations (including net finance income).



⁽²⁾⁽³⁾

Working Investment as a Percentage of Net Sales is calculated as a twelve-month rolling average of Accounts Receivables plus Inventory less Accounts Payable divided by Net Sales.

In setting the 2008 total Company operating income targets for annual incentives, the Committee reviewedconsidered the then projected macroeconomic outlook, the annual operating budgets developed by management and approved by the Board of Directors. The Committee set the target numbers somewhat below budget due to the aggressiveness of the budgetDirectors, and the importancehistorical performance of achieving these goals as part of the Company's longer term strategic plan. The operating income metric is interpolated; the working investment metric is not.Snap-on and its peers. The "threshold" operating income metric was set at the prior year's achievement (all references to prior year results in the discussion of target setting exclude the impact of material business unit acquisitions and dispositions).before annual incentive costs. The "target" operating income metric was set at 12.4%13.2% over the prior year's results. The "outstanding""maximum" operating income metric was set 14.6%29.7% above the prior year and 14.5% higher than the "target" amountamount. The Committee considered the "target" operating income metric a substantial improvement over prior year results and 28.8% above prior year.the "maximum" operating income metric the result of achieving significant stretch goals.

In setting the working investment metrics,metric, the Committee alsoagain considered the budgets that were developedprojected macroeconomic outlook, the annual budget approved by management,the board, Company growth strategies, as well as the challenges faced by the Company as it strives to improveoperations in improving customer service levels while at the same time reduce working investment, the significant strategic changes being implemented that could adversely affect inventory levels and also the significant progress that has been made over the past several years in reducing working investment.levels. After considering these factors, the "threshold" metric was set at the same level as 2006the 2007 actual performance. This level was viewed as acceptable in light of the aforementioned considerations.performance, recognizing that 2007 represented a significant improvement over 2006. The "target" level of achievement required reducing working investment, stated as a percentage of sales, by 1.61.7 percentage points. This was set based upon management's recommendation as derived through the budgeting process. The "outstanding""maximum" level was set to require an additional 1.0 percentage point decrease beyond the "target" level.

The Committee also recognizedcontinued to recognize the need for the Company to further lower its operating expense cost structure in addition to achieving higher levels of operating income. Therefore, to incent management to focus on reducing these expenses, the Committee addedincluded an additional target relating to specified reductions in operating expenses. Any payments earned based upon the operating income and working investment results were subject to a 20% reduction if consolidated operating expenses were not reduced 1.51.2 percentage points as a percent of sales. The level was set in order to drive an operating expense to sales ratio of 34.3%32.3%, compared with 35.8%33.5% in 2006.2007, 35.5% in 2006, and 36.7% in 2005. For 2007,2008, the operating expense reduction goal was exceeded by 0.5 percentage points as a percent of sales and, thus, there waswould have been no reduction in payments.

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As previously stated, under the pre-established financial performance measures,relevant plans, the Committee may exercise its discretion in determining payments, including adjusting results or changing an individual's goals. However, it only uses this discretion when it believes it is appropriate to further the interests of the Company and best reflect the overall performance for the year. The Committee also can consider unusual financial or economic circumstances. The Committee did use its discretion in determining the 2008 bonus payout for Company performance and selected business units.

While reviewing the Company's performance as compared to the 2008 bonus metrics, the Committee reflected on the Company's strong overall performance for the year including record earnings, record delivery performance levels, the significant improvement in return on net assets employed before interest and taxes ("RONAEBIT") of 230 basis points versus 2007, and the Company's favorable performance as compared to its competitors. The 2008 bonus calculation was tracking toward a payout at the target level going into the fourth quarter of the year. During the fourth quarter, net sales declined due to the global economic recession and working investment as a percent of net sales was significantly impacted. While the Company still achieved an above target level of operating income for the period (an 18.6% increase versus 2007), working investment as a percentage of net sales was below threshold; therefore, under the 2008 bonus formula, no bonus would be paid based on Company performance. The Committee, in determining whether to use its discretion, considered the achievements outlined above, as well as the unforeseen macroeconomic challenges that arose in 2008 and approved a discretionary cash award pool to reward the performance of Company management and employees. The Committee did not believe that a target bonus payout was appropriate and, therefore, the discretionary cash award pool equates to less than the overall target payment atassociated with Company performance. This discretionary cash award was divided among all 1,000 participants, including the outstanding levelNEOs. Company performance represents between 20% and 60% of the total annual incentive target for operating income ($319.8M) and at the threshold level for working investment percentage goals (26.2%), aggregatingNEOs. Discretionary cash awards to 150%the NEOs are included in the "Bonus" column of target.the Summary Compensation Table herein.

While the preceding paragraphs describe the processes and philosophies used by the Committee and Board for setting overall Company targets for financial performance measures, substantially the same processes and philosophies are used in setting targets for the business unit financial measures. Financial targets for the Tools Group, Commercial & Industrial Group, Commercial Division, and Worldwide Equipment Divisionbusiness units also reflected group goals based on operating income and working investment, as a percentage of net sales. Financial targets for the Diagnostics & Information Group reflect onlyand on operating income becausealone for those business units with little to no working investment is not as significant of an operating focus as in the other business units.investment.

The "target" operating income metrics for the business units ranged from 1.3%11.3% to 14.1%11.5% above the prior year's results. The "threshold" operating income metrics for the business units ranged from 7.5%6.5% to 9.3%7.9% below the "target" metric, and the "outstanding""maximum" operating income metrics ranged from 7.3%14.1% to 9.5%14.2% above the "target" metric. The working investment "threshold" metrics for the business units were set atby considering the prior year's actual results.results, as well as strategic business decisions affecting working investment. The "target" metrics required improvement ranging from 5.7%3.8% to 18.7%6.8% versus the prior year's results, with an additional 5%and the "maximum" working investment metrics ranged from 5.6% to 5.9% improvement requiredover "target."

As noted above, for "outstanding" performance.

A prorated portion of Mr. Pinchuk'sMessrs. Ward and Kassouf the total annual incentive payout was based on the actualweighted 40% toward business unit financial results of the Commercial & Industrial Group. Based on the financial results, the Committee approved a payout between target and outstanding for operating income and at threshold for working investment, resulting in a payout of 105.2% of target. A proratedperformance. The portion of Mr. Ward's annual incentive payout was based on the actual financial results of both the Diagnostics & Information Group and the Tools Group. Based on the financial results, theThe Committee exercised similar discretion as it did when evaluating Company performance and approved a payout between threshold and target at 59.2%portion of target for the Diagnostics & Information Group and, at the outstanding level for operating income and target level for working investment resulting in a payout of 200% of targetdiscretionary cash award for the Tools Group. A proratedThe portion of Mr. Kassouf's annual incentive payout was based on the actual financial results of the Worldwide Equipment Division andCommercial Division. Since the Commercial Division. Based on the financial results,Division exceeded its pre-established metrics, the Committee approved a payout between target and outstanding for operating income and at threshold for working investment for both the Worldwide Equipment Division and the Commercial Division, resulting in payouts132% of 141% of target and 147% of target, respectively.target.

As discussed above, a portion of each executive officer's annual incentive is based on the attainment of personal strategic business goals. Inclusion of these personal strategic business goals is intended to

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incent a focus on other specific objectives that are critical to the individual's role with the Company. Our objective is to set goals under the plan that are quantitative and measurable, however some personal strategic business goals are by necessity somewhat subjective in nature. The 20072008 personal strategic business goals for each of the NEOs are summarized as follows:

For Mr. Pinchuk, who began the year as Senior Viceour President Snap-on Incorporated and President—Worldwide Commercial & Industrial Group, became President and Chief Operating Officer in April 2007 and Chief Executive Officer, in December 2007. Thethe personal strategic business goals and their weights were set when Mr. Pinchuk was elected President and Chief Operating Officer are outlined as follows:

•

Successfully complete CEO succession plan—30% weighting;



•

Drive strategic profitable growth—40% weighting;

•

Drive cost reduction/productivity improvement—20%85% weighting; and



•

Enhance associate engagement—10%development—15% weighting.

After review of his performance, the Committee determined that Mr. Pinchuk achieved above target regarding his personal strategic business goals for the overall year.

For Mr. Michaels, who retired as our Chief Executive Officer in December 2007, the personal strategic business goals and their weights were set as follows:

•

Successfully complete CEO succession plan—30% weighting;



•

Implement Tools Group strategy—30% weighting;



•

Drive strategic profitable growth—20% weighting; and



•

Drive cost reduction/productivity improvement—20% weighting.

After review of his performance, the Committee determined that Mr. Michaels achieved above target regarding his personal strategic business goals.

For Mr. Ellen, our Senior Vice President—Finance and Chief Financial Officer, the personal strategic business goals and their weights were set as follows:

•

Expand Finance Leadership Development—20% weighting; and



•

Drive cost reduction/productivity improvement and footprint complexity reduction—80%50% weighting; and



•

Promote improved cooperation and collaboration—30% weighting.

After review of his performance, the Committee determined that Mr. Ellen achieved above target regarding his personal strategic business goals.goals for the overall year.

For Mr. Ward, who began the year as Senior Vice President and President—Diagnostics & Information Group and became our Senior Vice President and President—Snap-on Tools Company LLC, in April 2007, the personal strategic business goals which encompassed a combination of responsibilities in both his positions during the year, and their weights were set as follows:

•

Drive strategic profitable growth—30%40% weighting;



•

Implement Tools Group strategy—40%30% weighting; and



•

Drive cost reduction/productivity improvement—Promote improved cooperation and collaboration—30% weighting.

After review of his performance, the Committee determined that Mr. Ward achieved above target regarding his personal strategic business goals for the overall year.

For Ms. Moreno, our Vice President and Chief Information Officer, the personal strategic business goals and their weights were set as follows:

•

Continue to implement Systems Footprint and Platform Programs—40%25% weighting;



•

Support strategic business group plans—40%25% weighting; and



•

Drive cost reduction/productivity improvement—information technology (IT) operational excellence—20% weighting; and



•

Promote improved cooperation and collaboration—30% weighting.

After review of her performance, the Committee determined that Ms. Moreno achieved above target regarding her personal strategic business goals.goals for the overall year.

For Mr. Kassouf, who began the year as President—Worldwide Equipment Division and became our President—Commercial Division in April 2007 and Senior Vice President and President—Commercial

Division, in December 2007, the personal strategic business goals and their weights were set when Mr. Kassouf became President—Commercial Division, are outlined as follows:

•

Drive strategic profitable growth—40%55% weighting;



•

Drive cost reduction/productivity improvement—50%Develop infrastructure to support the future state—15% weighting; and



•

Enhance employee engagement—10%Promote improved cooperation and collaboration—30% weighting.

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After review of his performance, the Committee determined that Mr. Kassouf achieved above target regarding his personal strategic business goals for the overall year.

For Ms. Marrinan, who began the year as Vice President, Secretary, and Chief Legal Officer and became our Senior Legal Advisor in December 2007, the personal strategic business goals and their weights were set as follows:

•

Implement Legal Leadership Development and Footprint Program—45% weighting;



•

Support strategic business group plans—30% weighting; and



•

Drive cost reduction/productivity improvement—25% weighting.

After review of her performance, the Committee determined that Ms. Marrinan achieved targeted results regarding her personal strategic business goals.

Including payments for personal strategic business goals and business unit goals, annual incentives paid to executive officers totaled 134%ranged from 125% to 154%165% of target.

See the Summary Compensation Table below for payouts made to our NEOs under the annual incentive plan.

During 2008, the Committee performed a comprehensive review of the Company's overall compensation strategy and programs. As a result of that review, a new annual incentive design will be implemented in 2009 to place greater emphasis on driving shareholder value by focusing on the success of the overall Company, encouraging collective behavior, and allowing for flexibility to meet changing business challenges. The new design will place a 50% weighting on consolidated Company results, focused on operating earnings and return on net assets, and a 50% weighting on strategic business goals, which will include additional financial metrics for group and division results. Though there will be a new design in place, Company and strategic business goals will continue to be set in a similar fashion as our previous design.

Long-Term Incentive Compensation

We also provide long-term incentive compensation to our executive officers and other key employees through the Stock and Incentive Plan. We believe stock-based awards help makealign the financial interests of management consistent with those of our shareholders' interestsshareholders since the ultimate value of stock-based awards is tied to the value of Snap-on's stock.

The Stock and Incentive Plan allows us to grant stock options, performance shares, performance units, restricted stock, and restricted shares.stock units. It also allows for grants of cash settled stock appreciation rights (SARs) in lieu of options for international employees. Since we comparedcompare total direct targeted compensation (base salary plus targeted annual and long-term incentives) to the 6050^th to 65^th percentile of Market, in 2006, we also aimedaim to have the target long-term incentive compensation to be abovebetween the 50^th and 65^th percentile of Market. However, as indicated above, we do not aim for any particular numerical equivalency and use our judgment to respond to specific circumstances. Additionally, the actual payouts of long-term incentives can vary significantly from target because of the longer time period in which performance is measured (in the case of long-term performance-based awards) and because of the market price of our stock (in the case of both stock options and stock-based awards). These types of awards reward financial and personal performance over a longer period of time than base salary and annual incentives. In 2007,2008, our long-term incentive compensation grants for executive officers were composed of approximately one-third stock options and two-thirds performance-based units. We targeted more value in performance-based units because we believe they focus executive officers and key employees on financial performance that is more under their control and which the Committee believes drives shareholder value over the long term. We do provide some portion of long-term compensation in stock options with time-based vesting, which reward based upon the market value of our shares, because we believe it is important that some compensation be designed to mirror our investors' experience.

In granting long-term incentive awards, we take into account the following subjective and objective factors:

•

each executive officer's level of responsibility;



•

each executive officer's contributions to Snap-on's financial results;



•

retention considerations; and



•

the practices of companies in the Market.

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The Committee believes that using Company stock for a significant portion of these awards provides executive officers with an additional potential equity stake in the Company and helps further align the interests of the executive officers with those of our shareholders. Although the Committee periodically reviews the value of Snap-on stock owned by executive officers, in 2007 the Company did not have a specific policy regarding ownership of Company stock by them (see below for a discussion of Stock Ownership Guidelines initiated in 2008). Executive officers were encouraged to maintain significant equity stakes in the Company. Similarly, the Company does not have any specific policy relating to the pledging of or hedging in Company securities.

In 2008, the Company is adoptingadopted Stock Ownership Guidelines for 1518 of its top executives. The guidelines are based on a multiple of base salary using a six month average stock price to value the holdings. Stock ownership includes shares held outright, deferred shares, those in 401(k) plans, thoseshares purchased through the Dividend Reinvestment and Direct Stock Purchase Plan, and the "in the money" value of vested stock options.options, net of an assumed 40% tax rate. The ownership multiples range from one to six times an executive's base salary.salary based on the individual's level of responsibility. Executives are expected to reach the Stock Ownership Guidelines within a five year time frame. The Committee will review progress toward ownership guidelines annually at its August meeting. The Committee has the authority to pay up to 50% of the annual incentive payout in restricted stock if it is determined that an executive is not making reasonable progress towards reaching the guidelines. The Company does not have any specific policy relating to the pledging of or hedging in Company securities.

Grants of long-term incentives are generally made at the Committee's February meeting, which is held in connection with a regularly scheduled Board meeting and after the public release of the prior year's financial results, although the final financial targets aremay be set after the February meeting, allowing the Committee to consider items from that meeting. Options have an exercise price equal to the closing price of Snap-on common stock as reported on the New York Stock Exchange on the grant date and generally vest in three equal annual increments beginning on the first anniversary of the grant. (Grants issued prior to 2007 vest in two equal annual increments.) Occasionally, grants of long-term incentives are made at other meetings in special cases, such as promotions or new hires.

Prior to making a grant, we consider potential dilution, the Company's share price and the volatility of the share price. When determining eligibility and granting awards, the Committee considers market practice, personnel responsibility grades, and the individual's contributions to the Company. In 2007,2008, in order to develop the grant range guidelines for various personnel responsibility grades (including both executive officers and other participants), we looked at market conditions and practice, as well as the estimated value of each grant. We determined the grant date present value using the Black-Scholes valuation model (a formula widely used to value exchange-traded options) for comparison to the market. When determining eligibility and granting awards, the Committee considers market practice, personnel responsibility grades, and the individual's contributions to the Company.

Stock Options and SARs

In February 2007,2008, we granted stock options and SARs that vest over a three year period to approximately 260240 employees. However, in Mr. Michaels' case, we decided that his options should vest in one year, or earlier if he retired before then, recognizing that our consideration of executive succession, for Mr. Michaels in particular, was in progress at the time the award was made. The options granted to Mr. Michaels in 2007 will expire three years after retirement.

Appropriate managers made recommendations for the number of options or SARs to be granted to their employees based on the grant range guidelines. The Committee considered the total recommended grant size for all participants and reviewed the specific recommendations made by Mr. MichaelsPinchuk for grants to the executive officers. After considering the recommendations as compared to outstanding shares and expected dilution, the Committee then made the final grant decisions related to the executive officers and also approved the total grant size for all other participants.

InWe estimated that the February 2007, we granted2008 stock options at an aggregate level that we estimatedoption grants would result in 1.1% dilution.0.9% dilution, which fell within the dilution guidelines established by the Committee. We granted theour then eightseven executive officers options to purchase 387,300226,800 shares, consisting of grants ranging from 4,3004,320 to 200,00099,000 to the individual executive officers. In the aggregate, the number of options granted to executive officers was between the target and the maximum of the guidelines.guidelines, reflecting the strong performance achieved by the Company in 2007. The Committee determined the amounts awarded to each executive officer based on their contributions and individual performance. Additional awards were made at the regularly scheduled April Committee meeting of 10,000 stock options to Mr. Ward, in connection with his appointment as Senior Vice President and President—Snap-on Tools Company LLC; 6,000 stock options to Mr. Kassouf in connection with his appointment as President—Commercial Division; and 5,000 stock options to Ms. Moreno for her special role in continuing the upgrade of the Company's strategic information system. Executive officers did not receive SARs. See

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the Grants of Plan-Based Awards Table below for further information regarding stock options awarded to each of the NEOs.

Long-Term Performance-Based Units

In February 2007,2008, the Committee made grants to 3742 key employees, including the then eightseven executive officers, of shares that vest depending upon the achievement of financial performance criteria over a three year period. The Committee believes that the use of these criteria serves to focus executive officers and key employees on Company financial performance that the Committee believes drives shareholder value over the long term, rather than solely focusing on the market value of our shares, as is the case with stock options.

Similar to the process discussed above related to the granting of options and SARs, the Committee made the final long-term performance plan grant decision for executive officers and approved the total recommended grant size for other participants. In 2007,2008, we granted 134,400106,870 long-term performance-based units (consisting of restricted shares and the possibility of cash payments for performance above "target" performance levels) to our then eightseven executive officers. Individual grants ranged from 1,700 to 46,700 units to the executive officers.officers ranged from 2,000 to 46,700 units. In the aggregate, the number of grantsperformance-based units granted to executive officers was slightly abovebetween the guideline range as a resulttarget and maximum of one executive officer (Ms. Moreno) who received a grant higher than the guideline in order to recognize outstanding contributions toguidelines, again reflecting the strong performance achieved by the Company and to incent similar performance in the future. Grants to other key employees that were eligible for these awards ranged from zero to 4,000 units. The grant of 4,000 units, which was over the maximum guideline, was made to one key employee, who was not an NEO.2007.

The Committee also considered, based on Company performance to date, the likely compensation under the long-term performance-based awards previously made for the 2005 to 2007 and 2006 to 2008 and 2007 to 2009 periods. In that regard, the Committee estimated at that time that, assuming a continuation of period to date performance, payouts under those plans would be above target.

Vesting of the performance-based units awarded in 20072008 will depend upon cumulative performance relative to the goals set for fiscal years 2007, 2008, 2009 and 2009,2010, which are based upon revenue growth and return on net assets employed before interest and taxes ("RONAEBIT"). These two measures have been consistently used for the 2005 to 2007 and 2006 to 2008 and 2007 to 2009 plan years. We use these measures because they are consistent with the Company's goals to both grow and to increase returns to shareholders. We regularly use RONAEBIT as a measure of return to evaluate performance. The individual can earn shares and cash at varying levels using a matrix that defines percentages earned

depending upon actual performance compared to "threshold," "target" and "outstanding" metrics. "maximum" levels.

The following table provides an example of award vesting under that matrix based upon Company performance at the stated levels:

We intend that payments at the "target" level combined with the value of stock options would provide total long-term compensation within the 6050^th and 65^th percentiles of the Market Data for long-term compensation. For the concluded 20052006 to 20072008 plan, the actual payout was 133.7%143.5%, as a result of exceeding the RONAEBIT outstandingmaximum level and performing betweenexceeding the target and outstandinglevel for revenue growth.

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In setting the levels of performance required to earn various percentages of long-term performance-based units, the Committee considered those same business and economic factors that were considered when setting annual incentive performance measures. These include current levels of RONAEBIT and sales, the current year's budget, industry and Gross Domestic Product (GDP) growth rates, and past performance. In addition, the Committee considered longer range strategic plans establishing expectations for improved performance over the three-year performance period.

In order to achieve "target" levels of performance on the matrix, both revenue and RONAEBIT for the 20072008 to 20092010 period would need to improve from recent performance. "Target" level revenue growth was set at 8.5%6.6% annually, which was considered reasonably challenging given the prevailing economic and industry environment and Company challenges. The requiredthe Company's circumstances therein. "Target" RONAEBIT improvement was set at a level considered to be a stretch challenge, but potentially achievable given40% greater than the tactical and strategic plans that have been developed; itCompany's weighted average cost of capital, which the Committee believes would require 15% annual operating income growth and the achievement of a 13% operating income margin as a percentage of sales by 2009.result in significant returns for shareholders. The "outstanding""maximum" level of revenue growth was set at 11.5%9.0% annually. This was considered a significant stretch over target and difficult to achieve. The "outstanding""maximum" RONAEBIT metric was also set at a level that was considered difficult to achieve because, assuming a consistent net asset base, it would require an additional $20$65 million in annual operating income above "target" over the three-year performance period. The "threshold" level of revenue growth was set at 5.5%3.0% annually. This was viewed as acceptable in light of a target growth rate of 8.5%6.6% annually. The "threshold" RONAEBIT metrics weremetric was set to require achieving25% above the 2007 Operating Plan operating income in eachCompany's weighted average cost of the three plan years.capital. This was considered acceptable in lightgiven that the Committee believes that any return over the Company's weighted average cost of the stretch included in the plan, however, reasonably lower than the "target" level.capital would add shareholder value. A "threshold" level of payment could be earned by achieving the "threshold" on both the revenue growth and RONAEBIT metrics. It could also be earned in one of two other ways. If revenues increase only 3.5%1.0% annually, RONAEBIT would need to grow to the "target" level. Alternatively, if RONAEBIT remained at 2006 levels,the Company's weighted average cost of capital, revenues would need to achieve the "target" level of 8.5%6.6% annual growth. Achieving at least a 25% "threshold" payment was considered minimally acceptable because it would require stretch improvement in one of the measures while maintaining at least current levels, or modest increases, on the other measure.

As part of the long-term performance plans, the Committee considers any acquisitions and divestitures or other significant changes in business practices that occur during the performance period and makes what it considers appropriate adjustments to performance measures to reflect the financial effects of these events on those measures.

In February 2008,2009, the Committee determined the outcome of long-term performance-based awards granted in 20052006 based on financial performance during fiscal 2005, 2006, 2007 and 2007.2008. The metrics for those awards are set forth in the table below:

⁽¹⁾

Sales represents the 20072008 fiscal year Net Sales.



⁽²⁾

RONAEBIT is a three-year average for fiscal 2005, 2006, 2007, and 20072008 calculated as a fraction expressed as a percentage where (i) the numerator is Operating Income (earnings from continuing operations before income taxes plus interest expense less other income (expense)—net) and (ii) the denominator is average net assets employed (total assets minus cash and cash equivalents and minus all liabilities excluding short-term and long-term debt).

Actual performance during the period on these metrics was RONAEBIT at 19.2%22.1% and revenues at $2.84 billion.$2,853 million. The metrics are both interpolated between performance levels. Adjustments were

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made to the plan matrix during the plan period in order to neutralize the effects of a significant business acquisition and another change in business practice related to the working investment. Therefore, as a result, long-term incentive units vested between "target"the target and "outstanding"maximum levels at 133.7%143.5% of target.

In February 2008,2009, the Committee also had preliminary discussions relating to targets for the 20082009 to 20102011 plan. The Committee continued the same approach as used in previous years and the same general financial metrics for these future goals.

Restricted Stock Units

As discussed above, the Committee performed a comprehensive review of the Company's overall compensation strategy and programs during 2008. In the course of its review, the Committee considered the design of the current long-term incentive program. As a result, effective for fiscal 2009 and in addition to the long-term performance-based units it has granted in the past, the Committee decided to begin also granting shorter-term performance-based units (designated as restricted stock units); such awards will have a one year performance period based on the results of the company's annual incentive plan and a two year cliff vesting schedule. The Committee's intent in introducing restricted stock units into the incentive compensation mix is to increase the linkage between the current year's results and the future growth of the Company, while also adding a retention element for our executive officers. Thus, for 2009 our long-term incentive compensation grants for executive officers will be composed of approximately one-third stock options, one-third long-term performance-based units and one-third restricted stock units.

Other Benefits

Our executive officers receive otheradditional benefits also available to other salaried employees. For example, we provide executive officers and other U.S. salaried employees with health insurance (where the employee pays a portion of the premium), vacation pay and sick pay. The Company does not provide its executive officers with automobiles or with club memberships or reimbursement of "social expenses" except to the extent that they are specifically, directly and exclusively used to conduct Company business. There are no other perquisites or similar benefits for executive officers that are not consistent with those of other salaried employees. The Committee does not specifically benchmark these other benefits with other companies.companies; however, we believe that our policy is conservative relative to the market.

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Retirement and Deferred Benefits

The Company maintains two types of retirement plans covering its executive officers, a defined benefit pension program and a defined contribution program where eligible employees and executives may receive matching contributions. Benefits are provided through both "qualified" and "non-qualified" plans (the non-qualified plans are designed to "restore" the benefit levels that may be

limited by IRS regulations). The Company also maintains a deferred compensation plan which functions as a defined contribution plan.

The Defined Benefit Program includes the Snap-on Incorporated Retirement Plan (the "Pension Plan") and the Snap-on Incorporated Supplemental Retirement Plan for Officers (the "Supplemental Plan"). The Pension Plan is a defined benefit retirement plan that covers substantially all U.S. salaried employees, with minimum service requirements. (The Company maintains separate retirement arrangements for hourly employees.) The Pension Plan is a "qualified" retirement plan under the Internal Revenue Code (the "Code") and is therefore subject to the Code's limits on covered compensation and benefits payable. The NEOs also participate in the Supplemental Plan, which is a non-qualified excess benefit and supplemental retirement plan under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Supplemental Plan provides the benefits that would be payable to participants under the Pension Plan except for the limitations provided for qualified plans under the Code.

The Pension Plan has been established for over 60 years as a general benefit for salaried employees. We have made periodic changes to incorporate various regulatory changes and changing trends in the employment market. The most recent change occurred in 2001 when an account-balance formula was incorporated for new employees; a 401(k) plan matching contribution was also adopted in 2001 to complement the account-balance feature. The then-existing participants were given a choice of converting their benefit to the account-based formula (with an opportunity for a 401(k) plan match) or

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continuing with the old final average pay times years of service formula. Precise benefits also depend upon the payment alternative chosen by the participant.

The Supplemental Plan, commonly referred to as a supplemental executive retirement plan or "SERP," was established in 1983 and covers approximately 50 active and retired executives, including the NEOs. Under the Supplemental Plan, each participant will receive the difference, if any, between the full amount of retirement income due under the Supplemental Plan formula that applies to the

participant and the amount of retirement income payable to the participant under the Pension Plan formula when applicable Code limitations are applied. The Supplemental Plan was also changed in 2001 to incorporate the account-balance formula. Active executives participating in the Supplemental Plan at that time were given a choice to have their Supplemental Plan retain the final average pay times years of service formula or to switch to the new account-balance formula, regardless of the choice they made in the Pension Plan.

The Defined Contribution Program includes the Snap-on Incorporated 401(k) Savings Plan (the "401(k) Plan"), and the Snap-on Incorporated Deferred Compensation Plan (the "Deferred Compensation Plan"). Depending upon the Pension Plan formula applicable to the participant (account-based or final average pay times years of service), the Company matches a portion of employee contributions to the 401(k) Plan. The Deferred Compensation Plan is primarily intended to allow eligible participants to defer base salary and incentive compensation; however, the Company may also make matching contributions to restore 401(k) Plan matching contributions limited by IRS regulations. Some participants may use this plan for retirement savings or to defer base salary or incentive compensation.

Focusing on retention of the individual and reflecting our belief that these benefits should be earned over time, employees step-vest in the Company's 401(k) Plan match over a period of four years and an employee must have five years of continuous employment before becoming vested in benefits under the Defined Benefit Program.

The Committee believes it is appropriate to maintain all four of these plans, taken together, to provide adequate retirement benefits that are comparable to the competitive market and are an additional incentive for the participants to provide for their retirement.

Change in Control and Other Employment-Related Agreements

Snap-on does not generally enter into employment-related agreements, including with its executive officers. Although the Committee believes that it is appropriate to have change in control agreements in place as described below, it believes that the Company is better served by maintaining the ability to continuously evaluate performance of its executive officers without the constraints of a specific agreement. Snap-on occasionally enters into severance or other agreements with individuals that the Company hires from outside in order to provide for severance or retirement benefits in recognition of foregone opportunities at such individual's prior employer. Snap-on does not currently have any such agreements covering its executive officers.

The Company maintains change in control agreements with all of its executive officers. During his service as President and Chief Executive Officer, Mr. Michaels did not have a change in control agreement, but had an agreement, which ended December 3, 2007, that provided for compensation (absent termination for cause) for a three-year period. This agreement reflected the Board of Directors' desire to retain Mr. Michaels' services for a minimum of three years, but did not reflect an anticipated date of his departure from his then-current position and responsibilities.

The Company has an agreement with Ms. Marrinan to provide her with benefits after her scheduled retirement date, including, among other items, base salary continuation and health insurance. Base salary payments will continue for 52 weeks less the number of weeks paid while she acts as Senior Legal Advisor for the Company. Health insurance will continue for a period of up to 18 months from her retirement and payment of any premiums under the Company's retiree health coverage will continue until age 65.

The Company does not have similar employment agreements with any of its executive officers, but has entered into change in control agreements with all its executive officers, as well as selected other key personnel. In the event of a transaction involving a change in control of the Company, senior executives and key personnel would typically face a great deal of pressure, including uncertainty concerning their own future. Such arrangements help assure their full attention and cooperation in the negotiation process. Under the change in control agreements effective until January 31, 2008, in the event that there was a change in control of the Company and employment of the NEO endsended due to specified events, the executive officer was entitled to compensation for a period of years, in most cases three, and fewer in some, including benefit amounts that would have been accrued pursuant to retirement plans, as if the employee had not been terminated. The circumstances under which benefits were payable pursuant to the agreements generally were the termination of the

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employee without cause by the Company or by the employee for other defined reasons within two years after a change in control, or the termination

of the officer's employment by the Company without cause in anticipation of a change in control. These agreements were modified effective February 1, 2008, as discussed below.

In 2007, the Committee reviewed the change in control agreements. The Committee determined that it could continue to address the concerns and goals that were contemplated by these agreements while offering somewhat reduced benefits; the Committee believed these changes would be in better keeping with current market conditions and corporate governance considerations. The Committee also determined that it could reduce the circumstances in which payments might be made while still providing adequate protection of the executive officers' interests and maintaining the incentive for them to focus on corporate interests in the event of a transaction. Therefore, the existing change in control agreements were terminated and replaced by new forms of agreement, effective February 1, 2008. While many features of the new agreements are similar to the prior agreements, the new agreements somewhat narrow the circumstances in which payments might be made by strengthening the "double trigger" elements of the agreements; reduce multipliers for severance and other benefits to two times multiples rather than three; provide for the continuation of health, disability, life and other insurance benefits, pension credit and 401(k) Plan matching payments for two years, rather than three; and eliminate a prior excise tax gross-up feature, but allow for a reduction in payments so as to avoid adverse excise tax consequences to the executive officer.

See "Potential Change in Control and Other Post-employment Payments" below for further information about these agreements.

Tax Aspects of Executive Compensation

Section 162(m) of the Code generally limits the corporate tax deduction for compensation paid to certain executive officers that is not "performance based" to $1 million annually. While it is our intention to structure most compensation so that Section 162(m) does not adversely affect Snap-on's tax deduction, there may be instances in which we determine that we cannot structure compensation accordingly. In those instances, the Compensation Committee may elect to structure elements of compensation (such as certain qualitative factors in annual incentives) to accomplish business objectives that it believes are in the best interests of the Company and its shareholders, even though doing so may reduce the amount of Snap-on's tax deduction for related compensation. We believe that substantially all compensation paid in 20072008 will be tax deductible.

Other provisions of the Code also can affect the decisions that we make. Under Section 280G of the Code, a 20% excise tax is imposed upon executive officers who receive "excess" payments upon a change in control of a public corporation to the extent the payments received by them exceed an amount approximating three times their average annual compensation. The excise tax applies to all payments over one times annual compensation, determined by a five year average. A company also loses its tax deduction for "excess" payments. Our change in control agreements formerly provided that all benefits under them would be "grossed up" so that we would also reimburse the executive officer for these tax consequences. This feature was eliminated in the agreements that became effective February 1, 2008.

In addition, the Code was recently amended to provide a surtax under Section 409A of the Code with respect to various features of deferred compensation arrangements of publicly-held corporations, mostly for compensation deferred on or after January 1, 2005. We have made the appropriate changes to our Defined Contribution and Defined Benefit Programs and employment agreements to help ensure there are no adverse affects on the Company or executive officers as a result of these Code amendments. We do not expect these changes to have a material tax or financial consequence on the Company.

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Compensation Committee Report

The duties and responsibilities of the Organization and Executive Compensation Committee of the Board of Directors (the "Compensation Committee" or the "Committee") are set forth in a written charter adopted by the Board, as set forth on the Company's Website at www.snapon.com. The Compensation Committee reviews and reassesses this charter annually and recommends any changes to the Board for approval.

As part of the exercise of its duties, the Compensation Committee has reviewed and discussed the above "Compensation Discussion and Analysis" contained in this proxy statementProxy Statement with management. Based upon that review and those discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be incorporated by reference in the Company's annual reportAnnual Report on Form 10-K and included in this proxy statement.

Roxanne J. Decyk, Chair
Arthur L. Kelly
Edward H. Rensi

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Executive Compensation Information

Table 3: Summary Compensation Table

(1)

On December 18, 2007, the Board of Directors elected Mr. Pinchuk, previously Snap-on's President and Chief Operating Officer, as Snap-on's President and Chief Executive Officer. Mr. Michaels, Snap-on's previous Chief Executive Officer, retired from that position upon Mr. Pinchuk's election, and was no longer considered an executive officer as of that date. Mr. Michaels is Snap-on's Chairman and a member of the Board of Directors.

(2)

The "Bonus" column includes only discretionary bonus payments apart from our annual incentive plan. Payments under the annual incentive plan, including payments for achieving personal goals, are set forth in the "Non-Equity Incentive Plan Compensation" column. Because our executive officers' goals are specific and the officers' performance against them is measured, we believe that payments under the annual performance plan which relate to the achievement of personal strategic business goals are properly reflected in the "Non-Equity Incentive Plan Compensation" column. In 2008, the named executive officers listed in the Summary Compensation Table above (the "NEOs") each received a discretionary cash award. See "Compensation Discussion and Analysis—Total Direct Compensation—Cash and Incentive—Annual Incentives" for further discussion regarding these awards. Mr. Kassouf was given an additional cash payment of $74,388 in 2006 to enhance his annual incentive, as management felt that the arithmetic calculation of the annual incentive did not fully reflect Mr. Kassouf'shis accomplishments during 2006.that year.

(3)

Represents the amounts expensed in 2008, 2007 and 2006 relating to outstanding performance-based unit grants ("Stock Awards" column) and option awards ("Option Awards" column) under the 2001 Incentive Stock and Awards Plan, as amended with shareholder approval in 2006 (the "Stock and Incentive Plan"); the related grants and awards were made in 2004, 2005, 2006, 2007 and

2007. 2008. See the Grants of Plan-Based Awards table and "Compensation Discussion and Analysis—Long-Term Incentive Compensation" for further discussion regarding the awards in 20072008 and the Outstanding Equity Awards at Fiscal Year-End table regarding all outstanding awards. In January 2006, we adopted Statement of Financial Accounting Standards No. 123(R),Share-Based Payment (SFAS("SFAS No. 123(R)"), which requires us to recognize compensation expense for stock options and other stock-related awards granted to our employees and directors based on the estimated fair value under




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SFAS No. 123(R) of the equity instrument at the time of grant. The compensation expense is recognized over the vesting period. All years include the SFAS No. 123(R) value of the cash portion of the award. The assumptions used to determine the valuation of the awards are discussed in note 13 to our consolidated financial statements.




The actual value, if any, that an optionee will realize upon exercise of an option will depend on the excess of the market price of our common stock over the exercise price on the date the option is exercised, which cannot be forecasted with reasonable accuracy. The ultimate value of the performance-based unit awards will depend upon the number of shares that vest (based upon actual performance as compared to pre-defined goals for revenue growth and return on net assets employed before interest and taxes (RONAEBIT) for the three-year performance period) and the market price of our common stock at vesting.

(4)

Amounts shown represent the annual incentive earned under the Stock and Incentive Plan. See "Compensation Discussion and Analysis—Total Direct Compensation—Cash and Incentive—Annual Incentives" for further discussion regarding the awards.

(5)

Represents the increase in the actuarial present value of pension benefits between fiscal year-end 2007 and 2008, 2006 and 2007, and 2005 and 2006, and above-market earnings in 2006. See the Pension Benefits and Non-qualified Deferred Compensation tables below for further discussion regarding our Pension and Deferred Compensation Plans. Amounts in the Summary Compensation Table include "above-market earnings" for interest credited at the prime rate during the first six months of 2006. Effective July 1, 2006, that alternative was eliminated and there have been no above-market earnings for any of the named executive officers listed in the Summary Compensation Table (the "NEOs") for the rest of 2006 nor for all of 2007.NEOs since that time. During 2006, each of the NEOs received less than $750 in above-market earnings, except for Mr. Pinchuk who received $7,756.

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(6)

The amounts listed under the column entitled "All Other Compensation" in the Summary Compensation Table above include our contributions to the 401(k) Plan, Deferred Compensation Plan and life insurance. For Mr. Michaels, this also includes a retirement gift consisting of Snap-on product at market price ($25,443) and a tax gross-up ($19,494) associated with this gift.

The actual cost to the Company for this gift was less than is listed in the table. The amounts included in the "All Other Compensation" column are listed in the table below: