Exhibit 99.2
AMENDMENT TO
SNAP-ON INCORPORATED
BENEFIT TRUST AGREEMENT
AMENDMENT, dated as of March 17, 2000, by and between Snap- on
Incorporated, a Delaware corporation (the "Company"), and The Northern
Trust Company (the "Trustee"), as trustee of the trust created by the
Benefit Trust Agreement dated July 2, 1998, between the Company and the
Trustee, as amended to date (the "Trust Agreement").
WHEREAS, the Company and the Trustee are parties to the Trust
Agreement, under which a trust has been created for the purpose of
providing a source for the satisfaction, in whole or in part, of the
contractual obligations of the Company under the Plans (as defined in the
Trust Agreement);
WHEREAS, the Company desires to amend the Trust Agreement in
certain respects; and
WHEREAS, pursuant to Section 6.2(b)(4) of the Trust Agreement,
the amendments set forth in paragraphs 1 and 2 below (collectively, the
"Amendments") shall be subject to the approval (the "Participant Approval")
of Eligible Participants (as defined in the Trust Agreement) who, as of
February 17, 2000, have the right to direct the Trustee with respect to
more than fifty percent (50%) of the aggregate number of Directed Shares
(as currently defined in the Trust Agreement).
NOW, THEREFORE, in consideration of the mutual agreements
contained herein and for other good and valuable considerations, the
parties hereby agree as follows:
1. Section 4.4(a) of the Trust Agreement is hereby restated in its
entirety, to read as follows:
"(a) Voting of Common Stock.. The Trustee shall vote (or act by
written consent with respect to) the shares of Common Stock
held by the Trust in accordance with the provisions of this
Section 4.4(a). As soon as practicable following the record
date in question, the Company shall deliver to the Trustee a
schedule (the "Eligible Participant Schedule") listing (1) all
persons other than members of the Board of Directors
(collectively, "Eligible Participants") with respect to whom
shares of Common Stock are deliverable as of such record
date as a result of (x) purchases by such Eligible
Participants pursuant to the Company's Employee Stock
Ownership Plan or Franchised Dealer Stock Ownership Plan,
including any successor or substitute stock purchase plans
as may be listed on Exhibit A from time to time
(collectively, the "Stock Purchase Plans"), or (y) the
exercise of stock options granted to such Eligible
Participants pursuant to the Company's Amended and Restated
Snap-on Incorporated 1986 Incentive Stock Program, as
amended from time to time, including any successor or
substitute stock incentive or option plans as may be listed
on Exhibit A from time to time (such plans, the "Stock
Option Plan") and (2) the number of Directed Shares (as
hereinafter defined) with respect to which each Eligible
Participant is entitled to direct the voting. Each Eligible
Participant listed on such Eligible Participant Schedule
shall have the right to direct the vote (or written consent)
with respect to that number of shares of Common Stock held
by the Trust as of such record date (such number being
hereinafter referred to as the "Directed Shares") which is
equal to the number of shares then deliverable to such
Eligible Participant as a result of purchases by such
Eligible Participant under the Stock Purchase Plans or the
exercise by such Eligible Participant of stock options
granted under the Stock Option Plan and shall also furnish
to the Trustee such further information as the Trustee
determines is necessary for it to perform its
responsibilities under this Section 4.4(a). If an Eligible
Participant provides directions to the Trustee with respect
to the voting of (or action by written consent with respect
to) his or her Directed Shares, the Trustee shall vote (or
act by written consent with respect to), or abstain or
withhold authority with respect to, as applicable, shares of
Common Stock held by the Trust as of such record date which
are equal in number to such Directed Shares in accordance
with the directions of such Eligible Participant. With
respect to (1) shares of Common Stock held by the Trust as
of such record date which are equal to the aggregate number
of Directed Shares with respect to which the Trustee has not
received directions from Eligible Participants and (2)
shares of Common Stock held in the Trust as of such record
date which are in excess of the aggregate number of Directed
Shares (the shares referred to in (1) and (2) being
collectively referred to as the "Mirrored Shares"), the
number of Mirrored Shares to be voted in a particular manner
(or acted upon by written consent) or abstaining or
withholding authority, as the case may be, with respect to a
particular matter shall equal to product of (x) the total
number of Mirrored Shares held by the Trust as of such
record date and (y) a fraction the numerator of which is the
aggregate number of shares of Common Stock voted in such
manner (or acted upon by written consent) or abstaining or
withholding authority, as the case may be, with respect to
such matter by all stockholders of the Company (other than
the Trust) and the denominator of which is the aggregate
number of outstanding shares of Common Stock held by all
stockholders of the Company (other than the Trust). The
Trustee shall devise and implement a procedure to assure
confidentiality of any directions given by Eligible
Participants in respect of votes. All actions taken by
Eligible Participants pursuant to this Section 4.4(a) shall
be held confidential by the Trustee and shall not be
divulged or released to any person, other than (i) agents of
the Trustee who are not affiliated with the Company or its
affiliates, (ii) by virtue of the execution by the Trustee
of any proxy, consent or letter of transmittal for the
shares of Common Stock held in the Trust, (iii) as may be
required by court order or (iv) as otherwise necessary for
the Trustee to carry out its responsibilities under this
Agreement."
2. The second sentence of Section 4.4(b) of the Trust Agreement is
hereby deleted and replaced with the following:
"As soon as practicable following the commencement of such
tender or exchange offer, the Company shall deliver to the
Trustee an Eligible Participant Schedule listing the Eligible
Participants as of the Commencement of such tender or exchange
offer and the number of Directed Shares with respect to which
each Eligible Participant is entitled to direct the tender or
exchange and shall also furnish to the Trustee such further
information as the Trustee determines is necessary for it to
perform its responsibilities under this Section 4.4(b)."
3. The fourth sentence of Section 4.4(b) of the Trust Agreement is
hereby deleted and replaced with the following:
"The number of Mirrored Shares (as defined in Section 4.4(a)
above) to be tendered or exchanged shall equal the product of
(1) the total number of Mirrored Shares held by the Trust as of
the expiration date of such tender or exchange offer and (2) a
fraction the numerator of which is the aggregate number of
shares of Common Stock tendered or exchanged by all
stockholders of the Company (other than the Trust) and the
denominator of which is the aggregate number of outstanding
shares of Common Stock held by all stockholders of the
Company (other than the Trust)."
4. Subject to Participant Approval of the Amendments, clause
(4) of Section 6.2(b) of the Trust Agreement is hereby deleted and replaced
with the following:
"(4) this Trust Agreement may be amended in any respect (other
than to permit the Company to receive any distribution of the
Trust Corpus except in repayment of unpaid principal and
interest due under the Note or any subsequent indebtedness
incurred by the Trustee), so long as such amendment has been
approved by the affirmative vote of Eligible Participants (as
defined in this Trust Agreement as in effect prior to March 17,
2000) who, as of a date not earlier than thirty (30) days prior
to the date of such amendment, have the right to direct the
Trustee with respect to more than fifty percent (50%) of the
aggregate number of Directed Shares (as defined in this Trust
Agreement as in effect prior to March 17, 2000)."
5. The Amendments shall be effective as of March 17, 2000, but
only if the Participant Approval shall have been obtained prior to such
date. In the absence of such Participant Approval, the Amendments shall be
null and void.
6. Except as amended hereby, the Trust Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to
be executed in their respective names by their duly authorized officers as
of the day and year first above written.
SNAP-ON INCORPORATED
By: /s/ Susan F. Marrinan
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Name: Susan F. Marrinan
Title: Vice President, Secretary
and General Counsel
Consent:
THE NORTHERN TRUST COMPANY
solely in its capacity as trustee under this
Trust Agreement
By: /s/ M. Curtis Pence
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Name: M. Curtis Pence
Title: Vice President