SNAP-ON INCORPORATED OFFICERS' CERTIFICATE PURSUANT TO SECTION 3.01 OF THE INDENTURE

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:

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

[ Signature Page Follows ]

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

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.

SNAP-ON INCORPORATED

5.850% NOTE DUE 2014

CUSIP 833034 AF8

     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