Snap-on's Annual Meeting Highlights Increased Pace Toward Realizing Continuous Improvements and Growth Opportunities

    KENOSHA, Wis.--(BUSINESS WIRE)--April 23, 2004--

       Shareholders Elect Directors and Ratify the Selection of
           Independent Auditor; Quarterly Dividend Declared

At the Snap-on Incorporated (NYSE:SNA) Annual Meeting of Shareholders on Thursday, chairman, president and chief executive officer, Dale F. Elliott highlighted actions being taken to strengthen the foundation of the business while setting the stage for future profitable growth.

"Affirming a commitment to deliver more predictable and consistent financial performance, we implemented the Driven to Deliver (TM) framework in 2001. This framework is now in place and embraced throughout the organization," Elliott said. "It serves as a catalyst for change. We are focused on value-creating strategies and reinvesting in our core business."

Snap-on is increasing the volume and velocity of actions aimed at producing shareholder value. Elliott discussed the progress and ongoing commitment toward four priorities, which include plans to:

    --  Increase the pace of change in support of the Driven to
        Deliver(TM) framework;

    --  Collaborate and communicate to speed improvements;

    --  Drive execution of the Snap-on Business Process and increase
        the focus on Lean initiatives;

    --  Pursue logical profitable growth opportunities on a global
        basis.

"A cultural transformation is taking place at Snap-on - and the pace is quickening," Elliott told shareholders. "As an organization, we are becoming more disciplined, more performance-based, more process-oriented and more customer-driven."

Throughout all of Snap-on's operations, a continuous improvement mindset is being adopted, coupled with efforts directed toward growth. In the Snap-on Dealer Group, Snap-on is capturing growth opportunities with its solid dealer-customer relationships, continued investment in new products, and premium brand positioning. In addition, its supply chain is being transformed to reduce complexity, improve quality and speed delivery to customers.

In the Commercial and Industrial Group, the focus has been on cost-reduction, aggressive action to drive productivity improvements and new products to increase profitability. Significant opportunities exist by leveraging core capabilities, which include applying technology to create an extensive lineup of productivity-enhancing products through various businesses. Snap-on is also taking advantage of an expanding emphasis on workplace efficiency, and has made steady progress in proving these savings to its customers.

In the Diagnostics and Information Group, growth opportunities exist due to advanced technologies and increasing complexities in vehicles, which require sophisticated new diagnostics tools and growing amounts of information to service them. Using global platforms for product development, Snap-on is able to provide innovative products to new geographies around the world.

Elliott told shareholders that Snap-on's task is clear: "Accelerate the pace of change, execute our plans seamlessly, and make our goals a reality."

Director Elections

During the business portion of the meeting, Snap-on Incorporated shareholders elected four directors to the company's board of directors for terms expiring at the 2007 Annual Meeting: John F. Fiedler, former chairman, president and chief executive officer of BorgWarner, Inc.; W. Dudley Lehman, group president - business to business for Kimberly-Clark Corporation; Frank S. Ptak, vice chairman of Illinois Tool Works, Inc.; and Edward H. Rensi, owner and chief executive officer of Team Rensi Motorsports. More than 90% of all shares outstanding were represented at the meeting. Each of the directors received at least 96% of the shares represented.

Ratification of Deloitte & Touche as Independent Auditor

Also during the meeting, Snap-on's shareholders ratified the Audit Committee's selection of Deloitte & Touche LLP as the company's independent auditor for 2004.

Snap-on Declares Quarterly Dividend

In separate news, the board of directors declared a second-quarter dividend of $0.25 per share, payable June 10, 2004, to shareholders of record on May 20, 2004. Snap-on has paid consecutive quarterly cash dividends since 1939.

Snap-on Incorporated is a leading global innovator, manufacturer and marketer of tool, diagnostic and equipment solutions for professional tool users. Product lines include hand and power tools, diagnostics and shop equipment, tool storage, diagnostics software and other solutions for vehicle service, industrial, government and agricultural customers, and commercial applications, including construction and electrical. Products are sold through its franchised dealer van, company-direct sales and distributor channels, as well as over the Internet. Founded in 1920, Snap-on is a worldwide, $2+ billion, S&P 500 company headquartered in Kenosha, Wisconsin, and employs approximately 12,200 people.

Statements in this news release that are not historical facts, including statements (i) that include the words "expects," "plans," "estimates," "believes," "anticipates," or similar words that reference Snap-on or its management; (ii) specifically identified as forward-looking; or (iii) describing Snap-on's or management's future outlook, plans, estimates, objectives or goals, are forward-looking statements. Snap-on or its representatives may also make similar forward-looking statements from time to time orally or in writing. Snap-on cautions the reader that these statements are subject to risks, uncertainties or other factors that could cause (and in some cases have caused) actual results to differ materially from those described in any such statement. Those important factors include the validity of the assumptions and bases underlying such statements, and the timing and progress with which Snap-on can continue to achieve savings from cost reduction, continuous improvement and other Operational Fitness initiatives; Snap-on's capability to retain and attract dealers, effectively implement new programs, capture new business, introduce successful new products and other Profitable Growth initiatives; Snap-on's further success in scaling up its TAG operation; its ability to weather disruption arising from planned facility closures; Snap-on's ability to withstand external negative factors including terrorist disruptions on business, changes in trade, monetary and fiscal policies, regulatory reporting requirements, laws and regulations, or other activities of governments or their agencies, including military actions and such aftermath that might occur, and the absence of significant changes in the current competitive environment, inflation, interest rates, legal proceedings, supplier disruptions, currency fluctuations, energy and raw material supply and/or pricing (including steel), or the material worsening of economic and political situations around the world.

These factors may not constitute all factors that could cause actual results to differ materially from those discussed in any forward-looking statement. Snap-on operates in a continually changing business environment and new factors emerge from time to time. Snap-on cannot predict such factors nor can it assess the impact, if any, of such factors on Snap-on's financial position or its results of operations. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. Snap-on disclaims any responsibility to update any forward-looking statement provided in this news release. Any opinions, estimates or forecasts regarding Snap-on performance made by analysts are theirs alone and do not represent the opinions, forecasts or predictions of Snap-on or its management, nor does Snap-on endorse or otherwise comment on such forecasts.

CONTACT: Snap-on Incorporated
Media contact:
Richard Secor, 262-656-5561
or
Investor contact:
Bill Pfund, 262-656-6488
www.snapon.com

SOURCE: Snap-on Incorporated