exv4w1






SNAP-ON INCORPORATED




OFFICERS’ CERTIFICATE PURSUANT TO SECTION 3.01 OF THE INDENTURE




February 24, 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 February 10, 2009 and February 11, 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 5.850% Notes
due 2014. 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
$100,000,000; provided, however, that the Company shall have the right
to “reopen” this series of Debt Securities and to issue additional
5.850% Notes due 2014, which shall be part of the same series as the
Notes initially issued.
	 
	 	3.	 	Principal on the Notes shall be payable on March 1, 2014.
	 
	 	4.	 	The Notes shall bear interest at a rate of 5.850% per annum, which
interest shall accrue from February 24, 2009 and shall be payable
semiannually on March 1 and September 1 and on the maturity date,
beginning on September 1, 2009, 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]





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                    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 	 



Officers’
Certificate

5.850% Notes due 2014



 









 






	 	 	 	 	 



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




5.850% NOTE DUE 2014




CUSIP 833034 AF8




			
	 	 	 
	No. R-3
	 	US$100,000,000






     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 One Hundred Million Dollars ($100,000,000) on March 1, 2014 (the
“Stated Maturity Date”), and to pay interest thereon from February 24, 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 September 1, 2009 (in each case excluding the
Interest Payment Date), at the rate of 5.850% 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 5.850% Note Due 2014 (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 5.850% Notes
due 2014 initially limited in aggregate principal amount to $100,000,000, 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 50 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.



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     “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.



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     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); provided that 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



4









 







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.




     “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



5









 







(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.



     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



6









 







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.



     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]




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



	 	 	 	 	 
	Dated:  February 24, 2009 	SNAP-ON INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	Martin M. Ellen 	 
	 	 	Its:  	Senior Vice President — Finance and
Chief Financial Officer 	 
	 
	 	Attest:

 	 
	 	By:  	 	 
	 	 	Name:  	Irwin M. Shur 	 
	 	 	Its:  	Vice President, General Counsel and Secretary 	 


 Snap–on Incorporated

5.850% Note due 2014

 









 






	 	 	 	 	 



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:  	 	 	 
	 	Authorized Officer 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



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.