SNAP-ON INCORPORATED 



OFFICERS’
CERTIFICATE PURSUANT TO SECTION 3.01 OF THE INDENTURE 



August 14, 2009 



        Pursuant
to Section 3.01 of the Indenture dated as of January 8, 2007 (the
“Indenture”), between Snap-on Incorporated (the
“Company”) and U.S. Bank National Association, as trustee, the
undersigned on behalf of the Company and in our respective capacities indicated below,
hereby certify that we have examined resolutions duly adopted at a meeting of the
Board of Directors of the Company on August 6, 2009. Acting pursuant thereto, the
undersigned hereby establish a series of Debt Securities (the “Notes”) by
means of this Officers’ Certificate, in accordance with the provisions of Section
3.01 of the Indenture: 



	 	1. 	The
title of the new series of Debt Securities shall be 6.125% Notes due 2021.           U.S.
Bank National Association shall be the trustee with respect to the Notes. 






	 	2. 	The
aggregate principal amount of the Notes that may be authenticated and           delivered
under the Indenture (except for Notes authenticated and delivered upon
          registration of transfer of, or in exchange for, or in lieu of, other Notes
          pursuant to Article 3, the second paragraph of Section 4.03, or Section 11.04,
          of the Indenture) is initially $250,000,000; provided, however,
          that the Company shall have the right to “reopen” this series of Debt
          Securities and to issue additional 6.125% Notes due 2021, which shall be part
of           the same series as the Notes initially issued. 






	 	3. 	Principal
on the Notes shall be payable on September 1, 2021. 






	 	4. 	The
Notes shall bear interest at a rate of 6.125% per annum, which interest           shall
accrue from August 14, 2009 and shall be payable semiannually on March 1           and
September 1 and on the maturity date, beginning on March 1, 2010, to the
          persons in whose names the Notes are registered at the close of business on the
          preceding February 15 and August 15, respectively; provided, however,
that interest payable on the maturity date will be paid to the           person to whom
principal shall be payable. 






	 	5. 	The
principal of and premium, if any, and interest on the Notes shall initially           be
payable at the offices of U.S. Bank National Association, as paying agent.
          Payments of interest on the Notes will be made by wire transfer of immediately
          available funds. Principal of and premium, if any, and interest on the Notes
          payable at Stated Maturity or other maturity date in respect of the Notes will
          be paid in immediately available funds upon surrender of the Notes at the
office           of the Company’s paying agent. 






	 	6. 	The
Notes will be redeemable prior to maturity as described in the form of Note
          attached hereto as Exhibit A. 















	 	7. 	The
Company shall have no obligation to redeem or purchase the Notes pursuant to
          any sinking fund or analogous provision. 






	 	8. 	The
denominations in which the Notes shall be issuable shall be U.S.$1,000 and
          integral multiples of U.S.$1,000 in excess thereof. 






	 	9. 	Section
13.02 of the Indenture shall apply to the Notes. 






	 	10. 	Payments
of principal of and premium, if any, and interest on the Notes shall be           payable
in United States dollars. 






	 	11. 	The
Notes shall be issued in the form of fully registered Global Securities in           the
form attached hereto as Exhibit A, which will be deposited with, or           on
behalf of, The Depository Trust Company, New York, New York (the           “Depository”)
and registered in the name of the           Depository’s nominee, Cede & Co.
Principal of and premium, if any, and           interest payments on the Notes will be
made to the Depository or its nominee. 






        Capitalized
terms used herein which are defined in the Indenture are used herein as so defined. 



[Signature Page
Follows] 










2 












        IN
WITNESS WHEREOF, the undersigned have executed this Officers’ Certificate as of the
date first set forth above. 



		SNAP-ON INCORPORATED
	

 	By:  /s/ Martin M. Ellen
		Name:   Martin M. Ellen
		Title:     Senior Vice President - Finance and Chief
		              Financial Officer
	

 	By:  /s/ Irwin M. Shur
		Name:   Irwin M. Shur
		Title:     Vice President, General Counsel and Secretary














[SIGNATURE PAGE TO OFFICERS’ CERTIFICATE
PURSUANT TO SECTION 3.01
OF THE INDENTURE] 












EXHIBIT A 



FORM OF NOTES 




[See attached] 












        Unless
this certificate is presented by an authorized representative of the Depository to the
Company or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of the nominee of the Depository or in such
other name as is requested by an authorized representative of the Depository (and any
payment is made to the nominee of the Depository or to such other entity as is requested
by an authorized representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, the nominee of the Depository, has an interest herein. 



	REGISTERED	REGISTERED






SNAP-ON INCORPORATED 



6.125% NOTE DUE 2021 



CUSIP 833034 AH4 



	No. R-4	US$250,000,000






        SNAP-ON
INCORPORATED, a corporation duly organized and existing under the laws of the State of
Delaware (the “Company,” which term includes any successor Person under
the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede
& Co., or registered assignees, the principal sum of TWO HUNDRED FIFTY MILLION
DOLLARS ($250,000,000) on September 1, 2021 (the “Stated Maturity
Date”), and to pay interest thereon from August 14, 2009, or from the most recent
Interest Payment Date (as defined below) to which interest has been paid or duly provided
for, semi-annually on March 1 and September 1 of each year and at maturity
(each, an “Interest Payment Date”), commencing on March 1, 2010 (in
each case excluding the Interest Payment Date), at the rate of 6.125% per annum, until the
principal hereof becomes due and payable, and at such rate on any overdue principal and
(to the extent that the payment of such interest shall be legally enforceable) on any
overdue installment of interest. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this 6.125% Note Due 2021 (this “Note,” and
all of the Notes collectively referred to herein as the “Notes”) (or one
or more Predecessor Debt Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the February 15 or August 15
(whether or not a Business Day), as the case may be, next preceding such Interest Payment
Date; provided, however, that interest payable on the Interest Payment Date
occurring at maturity will be paid to the person to whom principal shall be payable. Any
such interest not punctually paid or duly provided for on any Interest Payment Date shall
forthwith cease to be payable to the registered Holder on such Regular Record Date by
virtue of his having been such Holder, and may either be paid to the Person in whose name
this Note (or one or more Predecessor Debt Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture. If any Interest Payment Date, any Redemption Date (as defined
below) or the Stated Maturity Date or other maturity date in respect of the Notes falls on
a day that is not a Business Day, then the payment to be made on such date will be made on
the next Business Day without additional interest and with the same effect as if it were
made on the originally scheduled date. 












        Payments
of interest will be made by wire transfer of immediately available funds. Principal and
premium, if any, and interest payable at Stated Maturity or other maturity date in respect
of the Notes will be paid in immediately available funds upon surrender of the Notes at
the office of a paying agent in The City of New York, New York or at such other office or
agency as the Company may designate. 



        Unless
the certificate of authentication herein has been duly executed by the Trustee referred to
herein by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose. 



        This
Note is one of a duly authorized issue of securities of the Company (the “Debt
Securities”), issued or to be issued in one or more series under an indenture,
dated as of January 8, 2007 (the “Indenture”), between the Company and
U.S. Bank National Association, as trustee (the “Trustee,” which term
includes any successor Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and
the Holders of the Debt Securities and of the terms upon which the Debt Securities are,
and are to be, authenticated and delivered. This Note is one of the series of 6.125% Notes
due 2021 initially limited in aggregate principal amount to $250,000,000, except that the
Company may, without the consent of the Holders, “reopen” the series and issue
additional notes that have the same ranking, interest rate, Stated Maturity Date and other
terms as this Note. 



        All
or a portion of the Notes may be redeemed by the Company at any time or from time to time.
The price payable for the Notes to be redeemed (the “Redemption Price”)
on the date of redemption (each, a “Redemption Date”) will be equal to
the greater of (i) 100% of the principal amount of the Notes being redeemed on the
Redemption Date and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes being redeemed on that Redemption Date
(not including any portion of any payments of interest accrued to the Redemption Date),
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 37.5
basis points, plus in either of case (i) or (ii) above, accrued and unpaid interest on the
Notes being redeemed to the Redemption Date. The principal amount of the Notes called for
redemption shall become due on the Redemption Date. Holders of Notes to be redeemed will
receive notice thereof, as provided in the Indenture, by first-class mail at least 30 and
not more than 60 days prior to the Redemption Date. If fewer than all of the Notes that
are not represented by a Global Debt Security are (or if less than all of the principal
amount of Notes represented by a Global Debt Security is) to be redeemed, the Trustee will
select, not more than 60 days prior to the Redemption Date, the particular Notes or
portions thereof for redemption from the outstanding Notes not previously called by such
method as the Trustee deems fair and appropriate. 



        Notwithstanding
the foregoing, installments of interest payable on the principal amount of Notes being
redeemed that are due and payable on an Interest Payment Date falling on a Redemption Date
shall be payable on the Interest Payment Date to the registered Holders as of the close of
business on the relevant Regular Record Date according to this Note and the Indenture. 



        For
purposes of determining the Redemption Price, the following definitions are applicable: 



	 	        “Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date.  







	 	        “Comparable
Treasury Issue” means the U.S. Treasury security selected by the Reference
Treasury Dealer as having a maturity comparable to the remaining term of the Notes to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Notes.  








2 









	 	        “Comparable
Treasury Price” means, with respect to any Redemption Date, (A) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, (B) if the Trustee
obtains fewer than three (3) such Reference Treasury Dealer Quotations, the average of
all such Quotations, or (C) if only one Reference Treasury Dealer Quotation is
received, such Quotation.  







	 	        “Reference
Treasury Dealer” means (A) each of Citigroup Global Markets Inc., J.P.
Morgan Securities Inc., Mizuho Securities USA Inc. and UBS Securities LLC (or their
respective affiliates which are Primary Treasury Dealers (as defined below)) and their
respective successors, provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in the United States (a
“Primary Treasury Dealer”), the Company will substitute therefor another
Primary Treasury Dealer, and (B) any other Primary Treasury Dealer(s) selected by
the Company.  







	 	        “Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at
5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.  







        If
a Change of Control Repurchase Event (as defined below) occurs, unless the Company has
exercised the right to redeem all of the Notes as described above, the Company will make
an offer to each Holder to repurchase in cash all or any part (equal to $1,000 and any
integral multiple of $1,000 in excess thereof) of that Holder’s notes at a repurchase
price equal to 101% of the aggregate principal amount of Notes repurchased plus any
accrued and unpaid interest on the Notes repurchased to, but not including, the date of
repurchase. Within 30 days following any Change of Control Repurchase Event or, at the
Company’s option, prior to any Change of Control (as defined below), but after the
public announcement of the transaction that constitutes or may constitute the Change of
Control, the Company will mail by first-class mail a notice to each Holder, with a copy to
the Trustee, describing the transaction or transactions that constitute or may constitute
the Change of Control Repurchase Event and offering to repurchase the Notes on the payment
date specified in the notice, which date will be no earlier than 30 days and no later than
60 days from the date on which such notice is mailed or, if the notice is mailed prior to
the Change of Control, at least 30 days, but no more than 60 days, from the date on which
the Change of Control Repurchase Event occurs. The notice, if mailed prior to the date of
consummation of the Change of Control, shall state that the offer to repurchase the Notes
is conditioned on the Change of Control Repurchase Event occurring on or prior to the
payment date specified in the notice. 



        The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act (as defined
below) and any other securities laws and regulations under the Exchange Act to the extent
those laws and regulations are applicable in connection with the repurchase of the Notes
as a result of a Change of Control Repurchase Event. To the extent that the provisions of
any securities laws or regulations conflict with these Change of Control Repurchase Event
provisions, the Company will comply with the applicable securities laws and regulations
and will not be deemed to have breached the Company’s obligations under these Change
of Control Repurchase Event provisions by virtue of such conflict. 



        On
the Change of Control Repurchase Event payment date, the Company will, to the extent
lawful: (1) accept for payment all Notes or portions of Notes properly tendered
pursuant to the Company’s offer; (2) deposit with the paying agent an amount
equal to the aggregate purchase price in respect of all Notes or portions of Notes
properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes
properly accepted, together with an Officers’ Certificate stating the aggregate
principal amount of Notes being repurchased by the Company. 




3 









        The
paying agent will promptly mail to each Holder of Notes properly tendered the purchase
price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book-entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of any Notes surrendered; provided that each new Note will be
in a principal amount of $1,000 or any integral multiple of $1,000 in excess thereof. 



        The
Company will not be required to make an offer to repurchase the Notes upon a Change of
Control Repurchase Event if a third party makes such an offer in the manner, at the times
and otherwise in compliance with the requirements for an offer made by the Company and
such third party repurchases all Notes properly tendered and not withdrawn under such
third party’s offer. 



        For
purposes of this Note, the following definitions are applicable: 



	 	        “Below
Investment Grade Rating Event” means the Notes are rated below Investment Grade
(as defined below) by both Rating Agencies (as defined below) on any date within the
60-day period after the earlier of (i) the occurrence of a Change of Control and (ii) the
first public notice (including, without limitation, any filing or report made in
accordance with the requirements of the Securities and Exchange Commission or any press
release or public announcement made by the Company, the “Public Notice”)
of the Company’s intention to effect a Change of Control (which 60-day period shall
be extended so long as the rating of the Notes is under publicly announced consideration
for possible downgrade by either of the Rating Agencies); providedthat a Below
Investment Grade Rating Event otherwise arising by virtue of a particular reduction in
rating shall not be deemed to have occurred in respect of a particular Change of Control
(and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the
definition of Change of Control Repurchase Event) if the Rating Agencies making the
reduction in rating to which this definition would otherwise apply do not announce or
publicly confirm or inform the Trustee in writing at the Company’s request that the
reduction was the result, in whole or in part, of any event or circumstance comprised of
or arising as a result of, or in respect of, the applicable Change of Control (whether or
not the applicable Change of Control shall have occurred at the time of the Below
Investment Grade Rating Event).  







	 	        “Change
of Control” means the occurrence of any of the following: (1) the direct or
indirect sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation or as a pledge for security purposes only), in one or a series of
related transactions, of all or substantially all of the properties and assets of the
Company and its Subsidiaries, taken as a whole, to any person, other than the Company or
one of its Subsidiaries; (2) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any person becomes
the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, of more than 50% of the Company’s then outstanding Voting
Stock (as defined below) or other Voting Stock into which the Company’s Voting Stock
is reclassified, consolidated, exchanged or changed, measured by voting power rather than
number of shares; (3) the first day upon which a majority of the members of the
Company’s Board of Directors are not Continuing Directors (as defined below); or (4) the
approval by the holders of the Company’s common stock of any plan or proposal for
the liquidation or dissolution of the Company. Notwithstanding the foregoing, a
transaction will not be deemed to involve a Change of Control if (1) the Company
becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(a) the
direct or indirect holders of the Voting Stock of such holding company immediately
following that transaction are substantially the same as the holders of the Company’s
Voting Stock immediately prior to that transaction or (b) immediately following that
transaction no person (other than a holding company satisfying the requirements of this
sentence) is the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act), directly or indirectly, of more than 50% of the Voting Stock of such holding
company. The term “person,” as used in this definition, has the meaning given
thereto in Section 13(d)(3) of the Exchange Act.  







4 










	 	        “Change
of Control Repurchase Event” means the occurrence of both a Change of Control
and a Below Investment Grade Rating Event.  







	 	        “Continuing
Directors” means, as of any date of determination, each member of the Company’s
Board of Directors who (1) was a member of such Board of Directors on the date the
Notes were issued or (2) was nominated for election, elected or appointed to such
Board of Directors with the approval of a majority of the Continuing Directors who were
members of such Board of Directors at the time of such nomination, election or
appointment (either by a specific vote or by approval of the Company’s proxy
statement in which such member was named as a nominee for election as a director, without
objection to such nomination).  







	 	        “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.  







	 	        “Investment
Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under
any successor rating categories of Moody’s); a rating of BBB- or better by S&P
(or its equivalent under any successor rating categories of S&P); and the equivalent
investment grade credit rating from any replacement Rating Agency or Rating Agencies
selected by the Company.  







	 	        “Moody’s” means
Moody’s Investors Service, Inc., and its successors.  







	 	        “Rating
Agency” means (1) each of Moody’s and S&P; and (2) if either
of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the
Notes publicly available for reasons outside of the Company’s control, a “nationally
recognized statistical rating organization” within the meaning of Rule
15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as certified by a
resolution of the Board of Directors of the Company) as a replacement agency for Moody’s
or S&P, or both, as the case may be.  







	 	        “S&P” means
Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc., and its
successors.  







	 	        “Voting
Stock” means, with respect to any specified “person” (as that term is
used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of such
person that is at the time entitled to vote generally in the election of the Board of
Directors of such person.  







        The
Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking
fund or analogous provision. 



        If
an Event of Default with respect to the Notes shall have occurred and be continuing, the
principal of all the Notes may be declared, or shall become, due and payable in the manner
and with the effect provided in the Indenture. 



        With
the consent of the Holders of greater than 50% in aggregate principal amount of the
Outstanding Notes, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental to the Indenture for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any indentures supplemental thereto or of modifying in any manner the
rights of the Holders of the Notes; provided, however, that no such
supplemental indenture shall (a) without the consent of each Holder of each
Outstanding Note affected thereby, extend the fixed maturity of the Notes, or reduce the
rate or extend the time of payment of interest thereon, or reduce the principal amount
thereof or any premium thereon, or make the principal thereof or interest or premium
thereon payable in any coin or currency other than that provided herein, or
(b) without the consent of the Holders of all of the Outstanding Notes affected,
reduce the percentage of Notes, the Holders of which are required to consent (i) to
any such supplemental indenture, (ii) to rescind and annul a declaration that the
Notes are due and payable as a result of the occurrence of an Event of Default,
(iii) to waive any past default under the Indenture and its consequences and
(iv) to waive compliance with certain other provisions contained in the Indenture. 




5 









        The
Company and the Trustee may also enter into an indenture or indentures supplemental to the
Indenture without the consent of the Holders for limited purposes specified in the
Indenture. 



        The
Holders of a majority in aggregate principal amount of the Outstanding Notes may on behalf
of the Holders of all the Notes waive any past default or Event of Default under the
Indenture and its consequences except a default in the payment of principal of or premium,
if any, or interest on the Notes. 



        Holders
of Notes may not enforce their rights pursuant to the Indenture or the Notes except as
provided in the Indenture. No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and in the coin or currency, herein prescribed. 



        The
Notes are issuable in registered form without coupons in denominations of U.S.$1,000 and
any integral multiple of U.S.$1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes that are of other authorized denominations. 



        Notes
to be exchanged shall be surrendered at any office or agency maintained by the Company for
such purpose, and the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor the Notes which the Holder making the exchange shall be entitled to
receive. Upon due presentment for registration of transfer of any Note at any such office
or agency, the Company shall execute and register and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Note for an equal aggregate
principal amount. Registration or registration of transfer of any Note by the Debt
Security Registrar (initially, U.S. Bank National Association) in the registry books
maintained by such Debt Security Registrar in The City of New York, New York, and delivery
of such Note, duly authenticated, shall be deemed to complete the registration or
registration of transfer of such Note. 



        No
service charge shall be made for any exchange or registration of transfer, but the Company
may require payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith. Prior to due presentment of a Note for
registration of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the person in whose name a Note is registered as the owner for all
purposes whether or not such Note be overdue and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary. 



        Certain
of the Company’s obligations under the Indenture with respect to the Notes may be
terminated if the Company irrevocably deposits with the Trustee money or eligible
instruments sufficient to pay and discharge the entire indebtedness on all of the Notes,
as described in the Indenture. 



        This
Note is in the form of a Global Security as provided in the Indenture. If at any time the
Depository notifies the Company that it is unwilling or unable to continue as Depository
for this Note or if at any time the Depository for the Notes shall no longer be eligible
or in good standing under the Exchange Act, or other applicable statute or regulation, the
Company shall appoint a successor Depository with respect to this Note. If a successor
Depository for this Note is not appointed by the Company within 90 days after the Company
receives notice or becomes aware of such ineligibility, the Company will issue Notes in
definitive form in exchange for the Global Security representing Notes in an aggregate
principal amount equal to the principal amount of this Note in exchange for this Note. 




6 









        No
recourse under or upon any obligation, covenant or agreement of the Indenture, any
supplemental indenture, or of any Note, or for any claim based thereon or hereon, or
otherwise in respect thereof or hereof, as the case may be, shall be had against any
incorporator, organizer, member, owner, manager, employee, stockholder, officer or
director, as such, past, present or future, of the Company or any Subsidiary or of any
predecessor or successor Person, either directly or through the Company, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liabilities being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released. 



        The
Notes are subject to defeasance, at the option of the Company, as provided in the
Indenture. 



        All
terms used in this Note which are not defined herein, but which are defined in the
Indenture shall have the meanings assigned to them in the Indenture. 



[Remainder of Page
Intentionally Left Blank] 











7 














        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 



	Dated:  August 14, 2009	SNAP-ON INCORPORATED
	

 	By:  /s/ Martin M. Ellen
		Name:   Martin M. Ellen
		Title:     Senior Vice President - Finance and 
		              Chief Financial Officer
		

Attest:
	
 	By:  /s/ Irwin M. Shur
		Name:   Irwin M. Shur
		Title:     Vice President, General Counsel and Secretary














[SIGNATURE PAGE TO NOTE] 










CERTIFICATE OF
AUTHENTICATION 



        This
is one of the Debt Securities of the series designated herein issued under the
within-mentioned Indenture. 



U.S.          BANK NATIONAL
ASSOCIATION, a national banking association, as Trustee  



	By:  	/s/ Yvonne Siira
      
Authorized Officer






















[SIGNATURE PAGE TO NOTE] 












ABBREVIATIONS 



        The
following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations: 



	 	
TEN
COM — as tenants in common 
TEN ENT — as tenants by the entireties  
JT TEN — as
joint tenants with right of survivorship and not as tenants in common  






	 	
UNIF
GIFT MIN ACT — Uniform Gifts to Minors Act 
CUST — Custodian  






Additional abbreviations may also be
used though not in the above list. 











        FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 



PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE 
















PLEASE PRINT OR TYPEWRITE NAME AND
ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE 



the within Security and all rights
thereunder, hereby irrevocably constituting and appointing _________________________
attorney to transfer said Security on the books of the Company, with full power of
substitution in the premises. 


	Dated:__________________	____________________________
		         Signature





NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT
IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.