AMENDMENT TO SNAP-ON INCORPORATED
SPLIT-DOLLAR INSURANCE PLAN
AGREEMENT FOR _____________________
This Agreement is entered into this ____ day of __________, 2000, by
and between SNAP-ON INCORPORATED, a Delaware corporation (the "Company"), and
____________________ (the "Owner").
WHEREAS, the Owner and the Company entered into a Split-Dollar Life
Insurance Plan Agreement ("Agreement") on ______________, 1999; and
WHEREAS, the Owner and the Company have determined that it is in their
best interests to amend the Agreement.
NOW, THEREFORE, in consideration of the respective terms and
conditions set forth herein, the Executive and the Company hereby amend the
Agreement as follows:
Section 6.a. is deleted in its entirety and replaced by the following
new Section 6.a.:
"6. Funding Upon a Change of Control
(a) In the event that a Change of Control of the Company occurs and a
Rating Event has not occurred, the Company shall immediately transfer to an
irrevocable grantor trust established by the Company which is substantially
identical to the trust attached as Exhibit C to this Agreement and contains such
other supplemental provisions as are required by the trustee which are not
inconsistent with Exhibit C (the "Trust") an amount equal to the aggregate
unpaid premiums required to be paid by the Company under Section 3(a) assuming
no termination of the Agreement under Sections 3(c), 5(a)(1) or 5(a)(3)."
The following new Section 10 is added:
"10. Funding Upon a Rating Event.
(a) In the event that a Rating Event (as defined below) occurs, the
Company shall immediately transfer to an irrevocable trust established by the
Company which is substantially in the form of the Snap-on Incorporated Delaware
Benefits Trust approved by the Organization and Executive Compensation Committee
of the Company on October 21, 1999 (and contains such other supplemental
provisions as are required by the trustee which are not inconsistent with the
form approved by the Organization and Executive Compensation Committee) an
amount equal to the aggregate unpaid premiums required to be paid to the Company
under Section 3(a) of this Agreement.
(b) The term "Rating Event" means the date on which the Company's debt
rating drops below an Investment Grade Rating. "Investment Grade Rating" means a
rating at or above Baa3 by Xxxxx'x Investors Service, Inc. (or its successors)
or a rating at or above BBB by Standard & Poor's Corporation (or its
successors). Only one such rating at the required level is necessary for the
Company to have an Investment Grade Rating for purposes of this Section. If
either or both of these ratings cease to be available then an equivalent rating
from a nationally prominent rating agency shall be substituted by the Company.
(c) The Company's satisfaction of its obligation under Section 10(a)
in the event that a Rating Event occurs shall completely discharge its payment
obligations under Sections 3 and 4 of this Agreement."
IN WITNESS WHEREOF the parties have signed and sealed this Amendment
this ____ day of _________________________, 2000.
In the presence of SNAP-ON INCORPORATED
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By
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Xxxxx X. Xxxxxxxx, Chairman of
the Organization and Executive
Compensation Committee
OWNER
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