AMENDMENT TO THE STANLEY WORKS 1997LONG-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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