Amendment to The Stanley Works 1997 Long-Term Incentive Plan

Summary

This document is an amendment to The Stanley Works 1997 Long-Term Incentive Plan, effective December 13, 2005. The amendment changes the wording of Section 9(a) to clarify how the plan operates in the event of a change in control of the company, unless otherwise specified by the committee in an award agreement. The amendment is adopted by The Stanley Works and signed by an authorized representative.

EX-10.12B 4 file002.htm AMENDMENT TO 1997 LONG TERM INCENTIVE PLAN

EXHIBIT 10(xii)(b)

AMENDMENT TO
THE STANLEY WORKS
1997 LONG-TERM INCENTIVE PLAN

The Stanley Works (the ‘‘Company’’) has adopted this amendment to The Stanley Works 1997 Long-Term Incentive Plan effective as of December 13, 2005.

The first sentence of Section 9(a) of the Plan is hereby amended to read as follows:

‘‘(a)   Upon theoccurrence of a Change in Control (as hereinafter defined), unless otherwise determined by the Committee and set forth in an Award Agreement,’’

THE STANLEY WORKS

By:______________________
Its:______________________

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