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<SEC-DOCUMENT>/in/edgar/work/20000731/0000950136-00-000987/0000950136-00-000987.txt : 20000921
<SEC-HEADER>0000950136-00-000987.hdr.sgml : 20000921
ACCESSION NUMBER:		0000950136-00-000987
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20000728
EFFECTIVENESS DATE:		20000728

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STANLEY WORKS
		CENTRAL INDEX KEY:			0000093556
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3420
]		IRS NUMBER:				060548860
		STATE OF INCORPORATION:			CT
		FISCAL YEAR END:			0102
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-8
			SEC ACT:		
			SEC FILE NUMBER:	333-42582
			FILM NUMBER:		681695
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		1000 STANLEY DR
				STREET 2:		P O BOX 7000
				CITY:			NEW BRITAIN
				STATE:			CT
				ZIP:			06053
				BUSINESS PHONE:		8062255111
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		1000 STANLEY DR
					CITY:			NEW BRITAIN
					STATE:			CT
					ZIP:			06053
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>REGISTRATION STATEMENT; BENEFIT PLAN
<TEXT>

<PAGE>

      As filed with the Securities and Exchange Commission on July 28, 2000
                                                     Registration No. 333-
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                      ------------------------------------


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      ------------------------------------


                                THE STANLEY WORKS
             (Exact name of registrant as specified in its charter)


          CONNECTICUT                                        06-0548860
 (State or other jurisdiction                              I.R.S. Employer
       of incorporation)                                 Identification No.)

           1000 STANLEY DRIVE
        NEW BRITAIN, CONNECTICUT                                06053
(Address of Principal Executive Offices)                      (Zip Code)


                                THE STANLEY WORKS
                 SUPPLEMENTAL RETIREMENT AND ACCOUNT VALUE PLAN
                             FOR SALARIED EMPLOYEES
                 THE STANLEY WORKS 1997 LONG TERM INCENTIVE PLAN
                         AGREEMENT, DATED JUNE 28, 1998
               BETWEEN THE STANLEY WORKS AND STEF G.H. KRANENDIJK
            STOCK OPTION GRANTS TO LARRY PORCELLATO AND JOHN MARSLAND
                            ON MARCH 24, 1999 AND TO
                     HANS-GERD FUECHTENKORT ON MAY 19, 1999
                           (Full titles of the Plans)

                         JENNIFER O. ESTABROOK, ESQUIRE
                                THE STANLEY WORKS
                               1000 STANLEY DRIVE
                         NEW BRITAIN, CONNECTICUT 06053
                     (Name and address of agent for service)

                                  860-225-5111
          (Telephone number, including area code of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES TO BE       AMOUNT TO BE   PROPOSED MAXIMUM            PROPOSED MAXIMUM       AMOUNT OF
REGISTERED*                     REGISTERED*    OFFERING PRICE PER SHARE**  AGGREGATE PRICE**      FILING FEE
- -------------------------       ------------   --------------------------  -----------------      ----------
<S>                              <C>                    <C>                  <C>                  <C>
Common Stock, $2.50 par
value per share                  4,981,000              $25.7188             $128,105,342.80      $33,819.81
- ------------------------------------------------------------------------------------------------------------
</TABLE>

*  This Registration Statement also pertains to Stock Purchase Rights of
   the Registrant which are attached to the Common Stock. In addition,
   pursuant to Rule 416(c) under the Securities Act of 1933, this
   registration statement also covers an indeterminate amount of interests
   to be offered or sold pursuant to the employee benefit plans described
   herein.

** Estimated for purposes of calculation of the registration fee pursuant
   to Rule 457(c) and based upon an average of the high and low prices of
   the Registrant's Common Stock as reported on the New York Stock Exchange
   on July 26, 2000.

<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by The Stanley Works (the "Company") with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:

          (1) the Company's Annual Report on Form 10-K/A for the year ended
     January 1, 2000;

          (2) the Company's Quarterly Report on Form 10-Q for the quarter ended
     April 1, 2000, and the Company's Current Reports on Form 8-K dated January
     27, 2000, February 11, 2000, April 19, 2000, May 26, 2000, June 23, 2000,
     July 11, 2000, July 13, 2000 and July 19, 2000.

          (3) the description of the Company's Common Stock, $2.50 par value per
     share, contained in a registration statement filed under Section 12 of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act") including
     any amendment or report filed for the purpose of updating such description;

          (4) the description of the Company's Stock Purchase Rights which is
     contained in a Report on Form 8-K filed under the Exchange Act, including
     any amendment or report filed for the purpose of updating such description.

     In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

                                       2

<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Pursuant to the statutes of the State of Connecticut, a director, officer
or employee of a corporation is entitled, under specified circumstances, to
indemnification by the corporation against reasonable expenses, including
attorney's fees, incurred by him or her in connection with the defense of a
civil or criminal proceeding to which he or she has been made, or threatened to
be made, a party by reason of the fact that he or she was a director, officer or
employee. In certain circumstances, indemnification is provided against
judgments, fines and amounts paid in settlement. In general, indemnification is
not available where the director, officer or employee has been adjudged to have
breached his or her duty to the corporation or where he or she did not act in
good faith. Specific court approval is required in some cases. The foregoing
statement is subject to the detailed provisions of Section 33-771 of the
Connecticut General Statutes. In addition, the Company maintains an insurance
policy providing coverage for certain liabilities of directors and officers. In
addition, Article V of the Company's By-Laws provides as follows:

                               "V. INDEMNIFICATION

     To the extent properly permitted by law the Board of Directors shall
provide for the indemnification and reimbursement of, and advances of expenses
to, any person made a party to any action, suit or proceeding by reason of the
fact that he or she, or a person whose legal representative or successor he or
she is,

     (a)  is or was a Director, officer, employee or agent of the Corporation,
          or

     (b)  served at the Corporation's request as a director, officer, employee
          or agent of another corporation, for expenses, including attorney's
          fees, and such amount of any judgment, money decree, fine, penalty or
          settlement for which he or she may have become liable as the Board of
          Directors deems reasonable, actually incurred by him or her in
          connection with the defense or reasonable settlement of any such
          action, suit or proceeding or any appeal therein.

                                       3

<PAGE>

     This provision of indemnification shall be in addition to any other right
or remedy which such person may have. The Corporation shall have the right to
intervene in and defend all such actions, suits or proceedings brought against
any such person."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8. EXHIBITS

4.1  Restated Certificate of Incorporation (incorporated by reference to Exhibit
     (3)(i) to the Annual Report on Form 10-K for year ended January 2, 1999).

4.2  By-laws (incorporated by reference to Exhibit 4.2 to Registration Statement
     No. 333-42346 filed July 27, 2000).

4.3  Indenture, dated as of April 1, 1986 between the Company and State Street
     Bank and Trust Company, as successor trustee, defining the rights of
     holders of 7- 3/8% Notes Due December 15, 2002 and 5.75% Notes Due March 1,
     2004 (incorporated by reference to Exhibit 4(a) to Registration Statement
     No. 33-4344 filed March 27, 1986).

4.4  First Supplemental Indenture, dated as of June 15, 1992 between the Company
     and State Street Bank and Trust Company, as successor trustee (incorporated
     by reference to Exhibit (4)(c) to Registration Statement No. 33-46212 filed
     July 21, 1992).

     (a)  Certificate of Designated Officers establishing Terms of 7-3/8% Notes
          Due December 15, 2002 (incorporated by reference to Exhibit (4)(ii) to
          Current Report on Form 8-K dated December 7, 1992).

     (b)  Certificate of Designated Officers establishing Terms of 5.75% Notes
          Due March 1, 2004 (incorporated by reference to Exhibit (4)(ii)(b) to
          the Annual Report on Form 10-K for the year ended January 2, 1999).

4.5  Rights Agreement, dated January 31, 1996 (incorporated by reference to
     Exhibit (4)(i) to Current Report on Form 8-K dated January 31, 1996).

4.6  (a) Amended and Restated Facility A (364 Day) Credit Agreement, dated
         as of October 23, 1996, with the banks named therein and Citibank,
         N.A. as agent

                                       4

<PAGE>

         (incorporated by reference to Exhibit 4 (iv) to the Annual Report on
         Form 10-K for the year ended December 6, 1996).

     (b) Credit Agreement, dated as of October 21, 1998, among the Company, the
         Lenders named therein and Citibank, N.A. as agent (incorporated by
         reference to Exhibit 4 (iv)(c) to the Quarterly Report on Form 10-Q
         for the quarter ended October 3, 1998).

     (c) Credit Agreement, dated as of October 21, 1998, as amended and
         restated as of October 20, 1999, among the Company, each lender that
         is a signatory thereto and Citibank, N.A. as Agent for the Lenders
         (incorporated by reference to Exhibit 4 (i) to the Quarterly Report on
         Form 10-Q for the quarter ended October 2, 1999).

4.7  Amended and Restated Facility B (Five Year) Credit Agreement, dated as of
     October 23, 1996, with the banks named therein and Citibank, N.A. as agent
     (incorporated by reference to Exhibit 4 (v) to the Annual Report on Form
     10-K for the year ended December 28, 1996).

5.1  Opinion of Jennifer O. Estabrook (filed herewith).

23.1 Consent of Ernst & Young LLP (filed herewith).

23.2 Consent of Jennifer O. Estabrook (included in Exhibit 5.1).

24.1 Powers of attorney (filed herewith).

99.1 Supplemental Retirement and Account Value For Salaried Employees of The
     Stanley Works (filed herewith).

99.2 1997 Long Term Incentive Plan (filed herewith).

99.3 Agreement, dated June 28, 1998 between The Stanley Works and Stef G.H.
     Kranendijk (incorporated by reference to Exhibit 4 (xvii) to the Annual
     Report on Form 10-K for the year ended January 2, 1999).

ITEM 9. UNDERTAKINGS

     a. Rule 415 Offering. The undersigned registrant hereby undertakes:

     (1)  to file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

                                       5
<PAGE>

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933, as amended;

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the
     changes in volume and price represent no more than a 20% change in the
     maximum aggregate offering price set forth in the "Calculation of
     Registration Fee" table in the effective registration statement;

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement;

     Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated
by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     b. Subsequent Exchange Act Documents. The undersigned hereby undertakes
that, for purposes of determining any liability under the Securities Act of
1933, as amended, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended (and, where applicable each filing of any employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended), that is incorporated by reference in the registration

                                       6

<PAGE>

statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     c. Indemnification. Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       7

<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned thereunto
duly authorized in the City of New Britain, State of Connecticut on July 28,
2000.

                                THE STANLEY WORKS

                                By: /s/ John M. Trani
                                   -------------------------------
                                   Name:   John M. Trani
                                   Title:  Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
NAME                           TITLE                         DATE
- ----                           -----                         ----
<S>                            <C>                           <C>
/s/ John M. Trani              Chairman,                     July 28, 2000
- ------------------------       Chief Executive
John M. Trani                  Officer and Director


/s/ James M. Loree             Vice President, Finance       July 28, 2000
- ------------------------       and Chief Financial
James M.Loree                  Officer (Chief Financial
                               Officer)


/s/ Theresa F. Yerkes          Vice President and            July 28, 2000
- ------------------------       Controller (Chief
Theresa F. Yerkes              Accounting Officer)


- ------------------------       Director                      July 28, 2000
John G. Breen

*                              Director                      July 28, 2000
- ------------------------
Stillman B. Brown
</TABLE>

                                       8

<PAGE>

<TABLE>
<CAPTION>
NAME                           TITLE                         DATE
- ----                           -----                         ----
<S>                            <C>                           <C>

*                              Director                      July 28, 2000
- ------------------------
Mannie L. Jackson

*                              Director                      July 28, 2000
- ------------------------
James G. Kaiser

*                              Director                      July 28, 2000
- ------------------------
Eileen S. Kraus

                               Director                      July 28, 2000
- ------------------------
John D. Opie

                               Director                      July 28, 2000
- ------------------------
Hugo E. Uyterhoeven

*                              Director                      July 28, 2000
- ------------------------
Walter W. Williams

*                              Director                      July 28, 2000
- ------------------------
Kathryn D. Wriston

* By: /s/ Jennifer O. Estabrook                              July 28, 2000
      ----------------------------------
      Jennifer O. Estabrook (As Attorney-in-Fact)

</TABLE>

                                       9

<PAGE>

                                  EXHIBIT INDEX

Exhibit
No.                                                                      Page

5.1        Opinion of Jennifer O. Estabrook.                              11

23.1       Consent of Ernst & Young LLP.                                  12

23.2       Consent of Jennifer O. Estabrook (Included in Exhibit 5.1).

24.1       Powers of attorney.                                            13

99.1       Supplemental Retirement and Account Value For Salaried
           Employees of The Stanley Works.                                19

99.2       1997 Long Term Incentive Plan.                                 25

                                       10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>OPINION OF JENNIFER O. ESTABROOK
<TEXT>

<PAGE>

                                                                     EXHIBIT 5.1

                                THE STANLEY WORKS
                               1000 Stanley Drive
                         New Britain, Connecticut 06053
                                                                   July 28, 2000

The Stanley Works
1000 Stanley Drive
New Britain, CT 06053

Ladies and Gentlemen:

     I am the Vice President, General Counsel and Secretary of The Stanley
Works, a Connecticut corporation (the "Corporation"), and have assisted the
Corporation in connection with the filing by the Corporation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the
registration of 4,981,000 shares of the Corporation's Common Stock, par value
$2.50 per share relating to the Corporation's 1997 Long Term Incentive Plan (the
"1997 Plan"), the Corporation's Supplemental Retirement and Account Value Plan
for Salaried Employees (the "Supplemental Plan"), the Agreement, dated June 19,
1998, between the Corporation and Stef Kranendijk (the "Kranendijk Agreement")
and options granted by the Board of Directors of the Corporation to Larry
Porcellato and John Marsland on March 24, 1999 and to Hans-Gerd Fuechtenkort on
May 19, 1999 (together with the 1997 Plan, the Supplemental Plan and the
Kranendijk Agreement, the "Plans").

     I have examined the originals, or copies certified or otherwise identified
to my satisfaction, of the Plans and such other corporate records, documents,
certificates or other instruments as in my judgment are necessary or appropriate
to enable me to render the opinion set forth below. In rendering such opinion, I
have assumed that grants of Common Stock subject to restrictions on
transferability pursuant to the Plans will be made only for past services to the
Corporation having an aggregate value not less than the aggregate par value of
the Common Stock so granted.

     Based on the foregoing, I am of the opinion that authorized but not
previously issued shares of Common Stock which may be issued under the Plans
have been duly authorized and when issued in accordance with the terms of the
Plans will be validly issued, fully paid and non-assessable.

     I hereby consent to the filing of this opinion as an exhibit to the
Corporation's Registration Statement. In giving such consent, I do not thereby
admit that I am within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                  Very truly yours,

                                  /s/ Jennifer O. Estabrook

                                  Jennifer O. Estabrook
                                  Vice President, General Counsel and Secretary

                                       1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>

<PAGE>

                                                                    EXHIBIT 23.1

                         Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to The Stanley Works Supplemental Retirement and Account
Value Plan for Salaried Employees, The Stanley Works 1997 Long Term Incentive
Plan Agreement, dated June 28, 1998 between The Stanley Works and Stef G. H.
Kranendijk, Stock Option Grants to Larry Porcellato and John Marsland dated
March 24, 1999 and to Hans-Gerd Fuchtenkort on May 19, 1999, of our reports
dated January 26, 2000 and March 24, 2000, with respect to the consolidated
financial statements of The Stanley Works incorporated by reference in its
Annual Report (Form 10-K) for the year ended January 1, 2000 and the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.

                                                 /s/ Ernst & Young LLP

Hartford, Connecticut
July 26, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>

<PAGE>

                                POWER OF ATTORNEY

     We, the undersigned officers and directors of The Stanley Works, a
Connecticut corporation (the "Corporation"), hereby severally constitute Stephen
S. Weddle, Jennifer O. Estabrook and Nancy M. Clark our true and lawful
attorneys with full power of substitution, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-8 of the
Corporation filed herewith (the "Registration Statement") relating to the shares
issued under (1) the Supplemental Retirement and Savings Plan for Salaried
Employees of the Corporation and (2) the 1997 Long Term Incentive Plan, and any
and all amendments thereto, and generally to do all such things in our name and
on our behalf in our capacities as officers and directors to enable the
Corporation to comply with the provisions of the Securities Act of 1933, as
amended, all requirements of the Securities and Exchange Commission, and all
requirements of any other applicable law or regulation, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or either
of them, to such Registration Statement and any and all amendments thereto,
including post-effective amendments.

SIGNATURE                   TITLE                        DATE
- ---------                   -----                        ----

John M. Trani               Chairman,                   September 16, 1998
- -------------------         Chief
John M. Trani               Executive Officer
                            and Director


<PAGE>

SIGNATURE                             TITLE             DATE
- ---------                             -----             ----


Stillman B. Brown                     Director          September 16, 1998
- -----------------------------
Stillman B. Brown


Edgar R. Fiedler                      Director          September 16, 1998
- -----------------------------
Edgar R. Fiedler


Mannie L. Jackson                     Director          September 16, 1998
- -----------------------------
Mannie L. Jackson


James G. Kaiser                       Director          September 16, 1998
- -----------------------------
James G. Kaiser


Eileen S. Kraus                       Director          September 16, 1998
- -----------------------------
Eileen S. Kraus

                                      Director          September 16, 1998
- -----------------------------
Hugo E. Uyterhoeven


Walter W. Williams                    Director          September 16, 1998
- -----------------------------
Walter W. Williams


Kathryn D. Wriston                    Director          September 16, 1998
- -----------------------------
Kathryn D. Wriston

<PAGE>

                                POWER OF ATTORNEY

     We, the undersigned officers and directors of The Stanley Works, a
Connecticut corporation (the "Corporation"), hereby severally constitute Stephen
S. Weddle, Jennifer O. Estabrook and Nancy M. Clark our true and lawful
attorneys with full power of substitution, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-8 of the
Corporation filed herewith (the "Registration Statement") relating to (1) the
shares of the Corporation's common stock issued under non-qualified stock
options granted by the Corporation to Larry Porcellato and John W. Marsland on
April 28, 1999, and any and all amendments thereo, and (2) the shares of the
Corporation's common stock issued under the Savings Related Share Plans in the
United Kingdom and Germany and the resale of shares of the Corporation's common
stock purchased by employees under such plans, and any and all amendments
thereo, and generally to do all such things in our name and on our behalf in our
capacities as officers and directors to enable the Corporation to comply with
the provisions of the Securities Act of 1933, as amended, all requirements of
the Securities and Exchange Commission, and all requirements of any other
applicable law or regulation, hereby ratifying and confirming our signatures as
they may be signed by our said attorneys, or either of them, to such
Registration Statement and any and all amendments thereto, including
post-effective amendments.


SIGNATURE                   TITLE                        DATE
- ---------                   -----                        ----

John M. Trani             Chairman,                      July 14, 1999
- ------------------        Chief
John M. Trani             Executive Officer
                          and Director

<PAGE>

SIGNATURE                             TITLE             DATE
- ---------                             -----             ----

Stillman B. Brown                    Director           July 14, 1999
- -----------------------------
Stillman B. Brown


Edgar R. Fiedler                     Director           July 14, 1999
- -----------------------------
Edgar R. Fiedler


Mannie L. Jackson                    Director           July 14, 1999
- -----------------------------
Mannie L. Jackson


James G. Kaiser                      Director           July 14, 1999
- -----------------------------
James G. Kaiser


Eileen S. Kraus                      Director           July 14, 1999
- -----------------------------
Eileen S. Kraus


Hugo E. Uyterhoeven                  Director           July 14, 1999
- -----------------------------
Hugo E. Uyterhoeven


Walter W. Williams                   Director           July 14, 1999
- -----------------------------
Walter W. Williams


Kathryn D. Wriston                   Director           July 14, 1999
- -----------------------------
Kathryn D. Wriston

<PAGE>

                                POWER OF ATTORNEY

            We, the undersigned officers and directors of The Stanley Works, a
Connecticut corporation (the "Corporation"), hereby severally constitute Stephen
S. Weddle, Jennifer O. Estabrook and Nancy M. Clark our true and lawful
attorneys with full power of substitution, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-8 of the
Corporation filed herewith (the "Registration Statement") relating to the shares
of the Corporation's common stock issued under non-qualified stock options
granted by the Corporation to Hans-Gerd Fuchtenkort on May 19, 1999 and Dror
Noach on September 29, 1999, and any and all amendments thereo, and generally to
do all such things in our name and on our behalf in our capacities as officers
and directors to enable the Corporation to comply with the provisions of the
Securities Act of 1933, as amended, all requirements of the Securities and
Exchange Commission, and all requirements of any other applicable law or
regulation, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or either of them, to such Registration Statement and any
and all amendments thereto, including post-effective amendments.


SIGNATURE                   TITLE                        DATE
- ---------                   -----                        ----
John M. Trani               Chairman,                    September 29, 1999
- ------------------          Chief
John M. Trani               Executive Officer
                            and Director

<PAGE>

SIGNATURE                             TITLE             DATE
- ---------                             -----             ----

Stillman B. Brown                     Director          September 29, 1999
- -----------------------------
Stillman B. Brown


Edgar R. Fiedler                      Director          September 29, 1999
- -----------------------------
Edgar R. Fiedler


Mannie L. Jackson                     Director          September 29, 1999
- -----------------------------
Mannie L. Jackson


James G. Kaiser                       Director          September 29, 1999
- -----------------------------
James G. Kaiser


Eileen S. Kraus                       Director          September 29, 1999
- -----------------------------
Eileen S. Kraus


Hugo E. Uyterhoeven                   Director          September 29, 1999
- -----------------------------
Hugo E. Uyterhoeven


Walter W. Williams                    Director          September 29, 1999
- -----------------------------
Walter W. Williams


Kathryn D. Wriston                    Director          September 29, 1999
- -----------------------------
Kathryn D. Wriston

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>SUPPLEMENT RETIREMENT AND ACCOUNT VALUE FOR SALARIED EMPLOYEES
                OF THE STANLEY WORKS
<TEXT>

<PAGE>

                              AMENDED AND RESTATED EFFECTIVE AS OF APRIL 1, 2000


                 SUPPLEMENTAL RETIREMENT AND ACCOUNT VALUE PLAN
                   FOR SALARIED EMPLOYEES OF THE STANLEY WORKS

     BACKGROUND. A. The Stanley Works (together with its wholly-owned U.S.
subsidiaries, "Stanley") maintains certain retirement plans for its salaried
employees that are designed to meet the requirements of Section 401(a) of the
Internal Revenue Code (the "Code").

     B. The benefits and contributions that may be provided under such
retirement plans are limited on account of Sections 401 and 415 of the Code and
certain other provisions of the Code.

     C. Stanley maintains the Supplemental Retirement and Savings Plan for
Salaried Employees of The Stanley Works (the "Supplemental Plan") to provide
certain employees with benefits that may not be provided under these retirement
plans.

     D. Stanley now desires to restate the Supplemental Plan as the Supplemental
Retirement and Account Value Plan for Salaried Employees of The Stanley Works
(which shall continue to be known as the "Supplemental Plan").

                         TERMS OF THE SUPPLEMENTAL PLAN

     1. EFFECTIVE DATE. This amendment and restatement shall be effective as of
April 1, 2000.


     2. DEFINITIONS. The following terms have the meanings set forth below.

     "ACCOUNT VALUE PLAN" means the Stanley Account Value Plan.

     "APPLICABLE LIMITATION" means each of:

     (a) the limitation under Sections 401(a)(30) and 402(g)(1) of the Code on
the amount of pre-tax elective contributions that may be made by an employee
under the Account Value Plan;

     (b) the limitation in Section 401(a)(17) of the Code on the amount of
compensation of an employee that may be taken into account under the Retirement
Plan or Account Value Plan;

     (c) the limitation under the Account Value Plan on the amount of an
employee's pre-tax elective contributions or Stanley matching contributions
imposed under the nondiscrimination rules of Section 401 of the Code;

     (d) the exclusion of earnings deferred at the election of an employee
pursuant to the Deferred Compensation Plan for Participants in Stanley's
Management Incentive Plans from the "Compensation" utilized under the Retirement
Plan or for "Cornerstone Account" allocations under the Account Value Plan; and

<PAGE>

     (e) the limitations in Section 415 of the Code on the maximum contributions
that may be made under the Account Value Plan and the maximum benefits that may
be provided under the Retirement Plan.

     "COMMITTEE" means the Finance and Pension Committee of the Board of
Directors of The Stanley Works.

     "401(K) DOLLAR LIMITS" means the dollar limitation described in paragraph
(a) of the definition of Applicable Limitation.

     "HIGHLY COMPENSATED EMPLOYEE" means:

     (a) except as provided in (b), a salaried employee of Stanley who during
the applicable Plan Year is a highly compensated employee, as defined in Section
414(q) of the Code (i.e., W-2 income, including elective contributions to health
and dental plans, to flexible spending plans, and to the Account Value Plan,
exceeding the indexed amount for the preceding Plan Year [e.g., earnings during
1999 exceeding $80,000 results in Highly Compensated Employee status for the
2000 Plan Year]).

     (b) An individual who is not a highly compensated employee, as defined in
Section 414(q) of the Code, for the Plan Year in which he or she first becomes a
salaried employee of Stanley or for the subsequent Plan Year but whose basic
annual rate of compensation from Stanley during the applicable Plan Year is at
least $100,000 shall be a Highly Compensated Employee for the applicable Plan
Year.

     "PLAN YEAR" means the plan year of a Qualified Plan.

     "QUALIFIED PLAN" means each of the Account Value Plan and the Retirement
Plan.

     "RETIREMENT PLAN" means The Stanley Works Retirement Plan.

     "SUPPLEMENTAL COMPANY CONTRIBUTION ACCOUNT" means the bookkeeping record
that reflects amounts credited under Section 4.2.

     "SUPPLEMENTAL EMPLOYEE CONTRIBUTION ACCOUNT" means the bookkeeping record
that reflects amounts credited under Section 4.1.

     "UNRESTRICTED QUALIFIED PLAN BENEFIT" means the benefit amount that would
be payable to an individual under the Retirement Plan but for an Applicable
Limitation.

     3. PARTICIPATION IN THE SUPPLEMENTAL PLAN. 3.1. PARTICIPATION. Each Highly
Compensated Employee shall become a participant in the Supplemental Plan on the
date as of which an amount is first credited on his or her behalf under
Section 4.

     3.2. REMAINING A PARTICIPANT. Subject to Section 7, a Highly Compensated
Employee shall remain a participant until all amounts to which he or she is
entitled have been distributed.

<PAGE>

     4. CREDITING OF BENEFITS; ELECTIONS TO DEFER. 4.1. SUPPLEMENTAL EMPLOYEE
CONTRIBUTIONS. (a) EMPLOYEE CONTRIBUTIONS EXCEEDING 401(K) DOLLAR LIMITS. If a
Highly Compensated Employee's pre-tax elective contributions under the Account
Value Plan for a Plan Year are limited by the 401(k) Dollar Limits, the Highly
Compensated Employee may elect to defer a portion of compensation. The amount
deferred for a Plan Year under this Section 4.1(a), when added to the pre-tax
elective contributions for the Plan Year under the Account Value Plan, shall not
exceed 15% of compensation.

     (b) EMPLOYEE CONTRIBUTIONS EXCEEDING OTHER LIMITS. If a Highly Compensated
Employee may not make pre-tax elective contributions under the Account Value
Plan for a Plan Year as a result of an Applicable Limitation (other than as
described in Section 4.1(a)), the Highly Compensated Employee may elect to defer
a portion of compensation, up to the amount of such pre-tax elective
contributions that could not be made.

     (c) CREDITING OF EMPLOYEE CONTRIBUTIONS. Any amount deferred under this
Section 4.1 shall be credited to a Supplemental Employee Contribution Account.

     4.2. SUPPLEMENTAL COMPANY CONTRIBUTIONS. (a) MATCHING CONTRIBUTIONS FOR
EMPLOYEE CONTRIBUTIONS EXCEEDING DOLLAR LIMITS. If an amount is credited to a
Supplemental Employee Contribution Account under Section 4.1, there shall also
be an amount credited to a Supplemental Company Contribution Account. This
amount shall equal the contribution that would have been made by Stanley under
the Account Value Plan with respect to the amount credited under Section 4.1 if
such amount had been contributed to the Account Value Plan.

     (b) STANLEY CONTRIBUTIONS AFFECTED BY OTHER LIMITS. If a Stanley
contribution could not be made under the Account Value Plan as a result of an
Applicable Limitation (other than as described in Section 4.2(a)), an amount
equal to such Stanley contribution that could not be made shall be credited to a
Supplemental Company Contribution Account.

     4.3. SUPPLEMENTAL RETIREMENT PLAN BENEFITS. If a Highly Compensated
Employee's Unrestricted Qualified Plan Benefit exceeds the benefit payable under
the Retirement Plan, the excess amount, to the extent vested under Section 5.1,
shall be provided under this Supplemental Plan.

     4.4. CREDITING OF EARNINGS. A participant's Supplemental Employee
Contribution Account and Supplemental Company Contribution Account shall be
credited with the rate of return such accounts would have earned if they had
been invested under the Account Value Plan. In addition, these accounts shall be
credited with any additional amount that would have been payable under the
Retirement Plan to reflect IPA benefits. For purposes of crediting the rate of
return, an amount shall be considered to be credited under Section 4.1 or 4.2 on
the date on which it would have been allocated under the Account Value Plan but
for an Applicable Limitation.

     4.5. PROCEDURES FOR ELECTING EMPLOYEE CONTRIBUTIONS. An election to defer
compensation under Section 4.1 shall be made, and may be revoked, under rules
established by the Committee. Any election to defer compensation shall be
effective only as to compensation earned after the date of the election.

<PAGE>

     5. VESTING SCHEDULE. A participant's vested interest in a benefit provided
under this Plan shall be determined in accordance with the vesting provisions of
the particular Qualified Plan with respect to which the benefit is determined.

     6. DISTRIBUTIONS. 6.1. TIME FOR PAYING BENEFITS. Amounts credited to a
participant's Supplemental Employee Contribution Account or Supplemental Company
Contribution Account shall be distributed upon retirement, death, disability or
earlier separation from service with Stanley unless either the rules of Section
7.3 apply or the participant elects to have payments made on a later date
specified in an election made under Section 6.3. Amounts payable under Section
4.3 (relating to Supplemental Retirement Plan Benefits) shall be distributed
when benefit payments commence under the Retirement Plan.

     6.2. FORM OF PAYMENT. Benefits attributable to an individual's Supplemental
Employee Contribution Account and Supplemental Company Contribution Account
shall be distributed in a lump sum. To the extent that the amount credited to
such accounts is deemed to be invested in shares of Stanley stock pursuant to
Section 4.4 at the time of distribution, the lump sum shall consist of shares of
Stanley stock. Any remaining portion of such lump sum shall be paid in cash. The
benefit determined under Section 4.3 (relating to Supplemental Retirement Plan
Benefits) shall be paid in a life annuity, unless the participant elects, under
Section 6.3, a lump sum payment or another form of annuity available under the
Retirement Plan (irrespective of any spousal consent requirements) that provides
for payments to be made to a joint or contingent annuitant after the
participant's death.

     6.3. ELECTIONS BY PARTICIPANTS. An election to receive a lump sum payment
or a form of annuity available under the Retirement Plan that provides for
payments to be made to a joint or contingent annuitant after the participant's
death, of the benefit payable under Section 4.3 (relating to Supplemental
Retirement Plan Benefits) or an election to defer distributions of the
Supplemental Employee Contribution and Supplemental Company Contribution
Accounts may be made by a participant in writing prior to the beginning of the
one year period that ends on the date on which the participant dies, becomes
disabled, or otherwise separates from service. An election may be made after the
beginning of such one year period only with the approval of the Committee.

     6.4. ADJUSTMENTS TO DISTRIBUTIONS. Upon determining that a participant is
indebted to Stanley, the Committee shall be entitled to offset such
indebtedness, including any interest accruing thereon, against any payment that
would otherwise be made on behalf of the participant.

     6.5. DEATH BENEFICIARY. Upon a participant's death, any benefit payment
shall be made to the beneficiary determined under the Qualified Plan to which
the benefit relates unless the participant designated in writing a different
beneficiary to receive such benefit. The benefit shall be paid in the manner
provided in Section 6.2.

     6.6. WITHHOLDING. To the extent required by law, Stanley shall withhold
taxes from any payment due under the Plan.

     7. INELIGIBILITY FOR COVERAGE. 7.1. BECOMING INELIGIBLE. Amounts shall not
be credited under Section 4.1 or 4.2 upon either (a) a participant ceasing to be
a Highly Compensated

<PAGE>

Employee or (b) the Committee, in its sole discretion, determining that a Highly
Compensated Employee may no longer actively participate in the Plan.

     7.2. RESUMING PARTICIPATION. An individual described in Section 7.1(a)
shall resume active participation in the Supplemental Plan upon again becoming a
Highly Compensated Employee. An individual described in Section 7.1(b) may again
become an active participant at the discretion of the Committee. Once an
individual resumes participation in the Supplemental Plan, amounts shall again
be credited under Section 4.1 upon the filing of an election pursuant to Section
4.5, and amounts may also be credited under Section 4.2.

     7.3. DISTRIBUTIONS TO INELIGIBLE INDIVIDUALS. An amount credited under
Section 4 on behalf of an individual for a Plan Year in which such individual
was not a Highly Compensated Employee shall be distributed in a lump sum
payment, in the manner described in Section 6.2, upon the earliest of the
following: (a) death, (b) disability, (c) other separation from service with
Stanley, or (d) the first day of the calendar year in which the individual
attains age 60. No additional amount shall be credited to an account established
in the name of an individual described in this subsection unless such individual
becomes a Highly Compensated Employee. If the individual becomes a Highly
Compensated Employee, amounts credited to an account established in the name of
the individual while a Highly Compensated Employee shall be distributed in
accordance with Section 6, and other amounts shall be distributed in the manner
described above in this subsection.

     8. MISCELLANEOUS. 8.1. AMENDMENT OR TERMINATION. The Committee may at any
time amend or terminate the Supplemental Plan without the consent of any
participant or beneficiary.

     8.2. ADMINISTRATION OF THE SUPPLEMENTAL PLAN. The Supplemental Plan shall
be administered by the Committee. The Committee shall have the discretionary
authority to interpret the Supplemental Plan and to make all determinations
regarding eligibility for coverage and the benefits to be paid. Any denial by
the Committee of a claim for benefits under the Supplemental Plan shall be
stated in writing by the Committee and delivered or mailed to the appropriate
individual. Such notice shall set forth the specific reasons for the denial. The
Committee shall afford to any participant or beneficiary whose claim for
benefits has been denied a reasonable opportunity for a review of the denial of
the claim.

     8.3. GOVERNING TEXT. The Supplemental Plan, including any amendments, shall
constitute the entire agreement between Stanley and any employee, participant or
beneficiary regarding the subject matter of the Supplemental Plan. The
Supplemental Plan, including any amendments, shall be binding on Stanley,
employees, participants, beneficiaries, and their respective heirs,
administrators, trustees, successors and assigns.

     8.4. ENFORCEABILITY OF PLAN PROVISIONS. If any provision of the
Supplemental Plan shall, to any extent, be invalid or unenforceable, the
remainder of the Supplemental Plan shall not be affected, and each other
provision of the Supplemental Plan shall be valid and enforced to the fullest
extent permitted by law.

     8.5. RIGHTS OF PARTICIPANT. Any person entitled to receive benefits under
the Supplemental Plan shall have the rights of an unsecured general creditor of
Stanley.

<PAGE>

     8.6. CLAIMS OF CREDITORS. The right of any participant or beneficiary to a
benefit under the Supplemental Plan shall not be subject to attachment or other
legal process for the debts of such participant or beneficiary. Except as
provided in Section 6.4, a benefit of a participant or beneficiary shall not be
subject to anticipation, alienation, sale, transfer, assignment or encumbrance.

     8.7. SPECIAL DISTRIBUTIONS. Whenever, in the opinion of the Committee, a
person entitled to receive a benefit under the Plan is unable to manage his or
her financial affairs, the Committee may direct that payment be made to a legal
representative or relative of such person for his or her benefit. Alternatively,
the Committee may direct that any payment be applied for the benefit of such
person in such manner as the Committee considers advisable. Any payment made in
accordance with this Section shall be a complete discharge of any liability for
the making of such payment under the provisions of the Supplemental Plan.

     8.8. TERMS OF EMPLOYMENT. Participation in the Supplemental Plan shall not
give an individual any right to remain in the service of Stanley, and an
individual shall remain subject to discharge to the same extent as if the
Supplemental Plan had not been adopted.


     THE STANLEY WORKS

     By
       ---------------------------
       Title:
       Date:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>1997 LONG TERM INCENTIVE PLAN
<TEXT>

<PAGE>

                            Adopted by the Board of Directors September 17, 1997
                             Amended by the Board of Directors February 25, 1998
                                      Adopted by the shareholders April 15, 1998
                                  Amended by the Board of Directors May 26, 2000


                                THE STANLEY WORKS
                          1997 LONG-TERM INCENTIVE PLAN


Section 1. Purpose

     The purposes of this Long-Term Incentive Plan (the "Plan") are to encourage
selected salaried employees of The Stanley Works (together with any successor
thereto, the "Company") and selected salaried employees and non-employee
directors of its Affiliates (as defined below) to acquire a proprietary interest
in the growth and performance of the Company, to generate an increased incentive
to contribute to the Company's future success and prosperity, thus enhancing the
value of the Company for the benefit of its shareholders, and to enhance the
ability of the Company and its Affiliates to attract and retain exceptionally
qualified individuals upon whom, in large measure, the sustained progress,
growth and profitability of the Company depend.

Section 2. Definitions

     As used in the Plan, the following terms shall have the meanings set forth
below:

     (a)  "Affiliate" shall mean (i) any entity that, directly or through one or
          more intermediaries, is controlled by the Company and (ii) any entity
          in which the Company has a significant equity interest, as determined
          by the Committee.

     (b)  "Award" shall mean any Option, Stock Appreciation Right, Restricted
          Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent,
          or Other Stock- Based Award granted under the Plan.

     (c)  "Award Agreement" shall mean any written agreement, contract, or other
          instrument or document evidencing any Award granted under the Plan.

     (d)  "Board of Directors" or "Board" shall mean the Board of Directors of
          the Company.

     (e)  "Code" shall mean the Internal Revenue Code of 1986, as amended from
          time to time.

<PAGE>

     (f)  "Committee" shall mean the Compensation and Organization Committee of
          the Board.

     (g)  "Dividend Equivalent" shall mean any right granted under Section 6(e)
          of the Plan.

     (h)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
          amended from time to time.

     (i)  "Fair Market Value" shall mean, with respect to any property other
          than Shares, the fair market value of such property determined by such
          methods or procedures as shall be established from time to time by the
          Committee, and with respect to Shares, shall mean the mean average of
          the high and the low price of a Share as quoted on the New York Stock
          Exchange Composite Tape on the date as of which fair market value is
          to be determined or, if there is no trading of Shares on such date,
          such mean average of the high and the low price on the next preceding
          date on which there was such trading.

     (j)  "Immediate family members" of a Participant shall mean the
          Participant's children, grandchildren and spouse.

     (k)  "Incentive Stock Option" shall mean an option granted under Section
          6(a) of the Plan that is intended to meet the requirements of Section
          422 of the Code, or any successor provision thereto.

     (l)  "1990 Plan" shall mean the Company's 1990 Stock Option Plan.

     (m)  "Non-Employee Director" shall mean any non-employee director of an
          Affiliate.

     (n)  "Non-Qualified Stock Option" shall mean an option granted under
          Section 6(a) of the Plan that is not intended to be an Incentive Stock
          Option.

     (o)  "Option" shall mean an Incentive Stock Option or a Non- Qualified
          Stock Option.

     (p)  "Other Stock-Based Award" shall mean any right granted under Section
          6(f) of the Plan.

     (q)  "Participant" shall mean a Salaried Employee designated to be granted
          an Award under the Plan.

     (r)  "Performance Award" shall mean any Award granted under Section 6(d) of
          the Plan.

                                        2

<PAGE>

     (s)  "Person" shall mean any individual, corporation, partnership,
          association, joint-stock company, trust, unincorporated organization,
          or government or political subdivision thereof.

     (t)  "Released Securities" shall mean securities that were Restricted
          Securities with respect to which all applicable restrictions have
          expired, lapsed, or been waived.

     (u)  "Restricted Securities" shall mean securities covered by Awards of
          Restricted Stock or other Awards under which issued and outstanding
          Shares are held subject to certain restrictions.

     (v)  "Restricted Stock" shall mean any Share granted under Section 6(c) of
          the Plan.

     (w)  "Restricted Stock Unit" shall mean any right granted under Section
          6(c) of the Plan that is denominated in Shares.

     (x)  "Salaried Employee" shall mean any salaried Employee of the Company or
          of any Affiliate.

     (y)  "Shares" shall mean shares of the common stock of the Company, par
          value $2.50 per share, and such other securities or property as may
          become the subject of Awards, or become subject to Awards, pursuant to
          an adjustment made under Section 4(b) of the Plan.

     (z)  "Stock Appreciation Right" shall mean any right granted under Section
          6(b) of the Plan.

Section 3. Administration

     Except as otherwise provided herein, the Plan shall be administered by the
Committee. Subject to the terms of the Plan and applicable law, the Committee
shall have full power and authority to: (i) designate Participants; (ii)
determine the type or types of Awards to be granted to each Participant under
the Plan; (iii) determine the number of Shares to be covered by (or with respect
to which payments, rights, or other matters are to be calculated in connection
with) Awards; (iv) determine the terms and conditions of any Award; (v)
determine whether, to what extent, and under what circumstances Awards may be
settled or exercised in cash, Shares, other securities, other Awards, or other
property, or canceled, forfeited, or suspended, and the method or methods by
which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi)
determine whether, to what extent, and under what circumstances cash, Shares,
other securities, other Awards, other property and other amounts

                                        3
<PAGE>

payable with respect to an Award under the Plan shall be deferred either
automatically or at the election of the holder thereof or of the Committee;
(vii) interpret and administer the Plan and any instrument or agreement relating
to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive
such rules and regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Plan; and (ix) make any other determination
and take any other action that the Committee deems necessary or desirable for
the administration of the Plan. Unless otherwise expressly provided in the Plan,
all designations, determinations, interpretations, and other decisions under or
with respect to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time, and shall be final, conclusive, and binding
upon all Persons, including the Company, any Affiliate, any Participant, any
holder or beneficiary of any Award, any shareholder, and any employee of the
Company or of any Affiliate.

Section 4. Shares Available for Awards

     (a)  Shares Available. Subject to adjustment as provided in Section 4(b):

          (i)  Calculation of Number of Shares Available. The number of Shares
               authorized to be issued in connection with the granting of Awards
               under the Plan is four million (4,000,000), and the number of
               Shares available for granting Awards under the Plan in each
               fiscal year or, in the case of the years 1997 and 2007, part
               thereof shall be two percent (2%) of the issued Shares
               (including, without limitation, treasury Shares) as of the first
               day of such year; provided, however, that the number of Shares
               available for granting Awards in any year shall be increased in
               any such year by the number of Shares available under the Plan in
               previous years but not covered by Awards granted under the Plan
               in such years. Further, if any Shares covered by an Award granted
               under the Plan or by an award granted under the 1990 Plan, or to
               which such an Award or award relates, are forfeited, or if an
               Award or award otherwise terminates without the delivery of
               Shares or of other consideration, or if upon the termination of
               the 1990 Plan there are Shares remaining that were authorized for
               issuance under that Plan but with respect to which no awards have
               been granted, then the Shares covered by such Awards or award, or
               to which such Award or award relates, or the number of Shares
               otherwise counted against the aggregate number

                                        4
<PAGE>

               of Shares available under the Plan with respect to such Award or
               award, to the extent of any such forfeiture or termination, or
               which were authorized for issuance under the 1990 Plan but with
               respect to which no awards were granted as of the termination of
               the 1990 Plan shall again be, or shall become available for
               granting Awards under the Plan. Notwithstanding the foregoing but
               subject to adjustment as provided in Section 4(b), no more than
               one million (1,000,000) Shares shall be cumulatively available
               for delivery pursuant to the exercise of Incentive Stock Options.

          (ii) Accounting for Awards. For purposes of this Section 4,

               (A)  if an Award (other than a Dividend Equivalent) is
                    denominated in Shares, the number of Shares covered by such
                    Award, or to which such Award relates, shall be counted on
                    the date of grant of such Award against the aggregate number
                    of Shares available for granting Awards under the Plan; and

               (B)  Dividend Equivalents and Awards not denominated in Shares
                    shall be counted against the aggregate number of Shares
                    available for granting Awards under the Plan, if at all,
                    only in such amount and at such time as the Committee shall
                    determine under procedures adopted by the Committee
                    consistent with the purposes of the Plan;

               provided, however, that Awards that operate in tandem with
               (whether granted simultaneously with or at a different time
               from), or that are substituted for, other Awards or awards
               granted under the 1990 Plan may be counted or not counted under
               procedures adopted by the Committee in order to avoid double
               counting. Any Shares that are delivered by the Company, and any
               Awards that are granted by, or become obligations of, the Company
               through the assumption by the Company or an Affiliate of, or in
               substitution for, outstanding awards previously granted by an
               acquired company, shall not be counted against the Shares
               available for granting Awards under the Plan.

         (iii) Sources of Shares Deliverable Under Awards. Any Shares delivered
               pursuant to an Award may

                                        5

<PAGE>

               consist, in whole or in part, of authorized and unissued Shares
               or of treasury Shares.

          (b)  Adjustments. In the event that the Committee shall determine that
               any dividend or other distribution (whether in the form of cash,
               Shares, other securities, or other property), recapitalization,
               stock split, reverse stock split, reorganization, merger,
               consolidation split-up, spin-off, combination repurchase, or
               exchange of Shares or other securities of the Company, issuance
               of warrants or other rights to purchase Shares or other
               securities of the Company, or other similar corporate transaction
               or event affects the Shares such that an adjustment is determined
               by the Committee to be appropriate in order to prevent dilution
               or enlargement of the benefits or potential benefits intended to
               be made available under the Plan, then the Committee shall, in
               such manner as it may deem equitable, adjust any or all of (i)
               the number and type of Shares (or other securities or property)
               which thereafter may be made the subject of Awards, (ii) the
               number and type of Shares (or other securities or property)
               subject to outstanding Awards, (iii) the number and type of
               Shares (or other securities or property) specified as the annual
               per-participant limitation under Section 6(g)(vi), and (iv) the
               grant, purchase, or exercise price with respect to any Award, or,
               if deemed appropriate, make provision for a cash payment to the
               holder of an outstanding Award; provided, however, in each case,
               that with respect to Awards of Incentive Stock Options no such
               adjustment shall be authorized to the extent that such authority
               would cause the Plan to violate Section 422(b)(1) of the Code or
               any successor provision thereto; and provided further, however,
               that the number of Shares subject to any Award denominated in
               Shares shall always be a whole number.

Section 5. Eligibility

     Any Salaried Employee, including any officer or employee- director of the
Company or of any Affiliate, and any Non-Employee Director, who is not a member
of the Committee shall be eligible to be designated a Participant.

Section 6. Awards

          (a)  Options. The Committee is hereby authorized to grant Options to
               Participants with the following terms and conditions and with
               such additional terms and conditions, in either case not
               inconsistent with the

                                        6

<PAGE>

               provisions of the Plan, as the Committee shall determine:

               (i)  Exercise Price. The purchase price per Share purchasable
                    under an Option shall be determined by the Committee;
                    provided, however, that such purchase price shall not be
                    less than the Fair Market Value of a Share on the date of
                    grant of such Option (or, if the Committee so determines, in
                    the case of any Option retroactively granted in tandem with
                    or in substitution for another Award or any outstanding
                    award granted under any other plan of the Company, on the
                    date of grant of such other Award or award).

               (ii) Option Term. The term of each Option shall be fixed by the
                    Committee.

              (iii) Time and Method of Exercise. The Committee shall determine
                    the time or times at which an Option may be exercised in
                    whole or in part, and the method or methods by which, and
                    the form or forms, including, without limitation, cash,
                    Shares, other Awards, or other property, or any combination
                    thereof, having a Fair Market Value on the exercise date
                    equal to the relevant exercise price, in which, payment of
                    the exercise price with respect thereto may be made or
                    deemed to have been made.

               (iv) Incentive Stock Options. The terms of any Incentive Stock
                    Option granted under the plan shall comply in all respects
                    with the provisions of Section 422 of the Code, or any
                    successor provision thereto, and any regulations promulgated
                    thereunder. No Incentive Stock Option shall be granted to
                    any Non-Employee Director who is not otherwise an employee
                    of the Company or any of its Affiliates.

               (v)  Transferability. An Option shall not be transferable other
                    than by will or the laws of descent and distribution or
                    pursuant to a qualified domestic relations order, as defined
                    in the Code, and, during the Participant's lifetime, shall
                    be exercisable only by the Participant, except that the
                    Committee may:

                                        7

<PAGE>

                    (A)  permit exercise, during the Participant's lifetime, by
                         the Participant's guardian or legal representative; and

                    (B)  permit transfer, upon the Participant's death, to
                         beneficiaries designated by the Participant in a manner
                         authorized by the Committee, provided that the
                         Committee determines that such exercise and such
                         transfer are consonant with requirements for exemption
                         from Section 16(b) of the Exchange Act and, with
                         respect to an Incentive Stock Option, the requirements
                         of Section 422(b)(5) of the Code; and

                    (C)  grant Non-Qualified Stock Options that are
                         transferable, or amend outstanding NonQualified Stock
                         Options to make them so transferable, without payment
                         of consideration, to immediate family members of the
                         Participant or to trusts or partnerships for such
                         family members.

               (b)  Stock Appreciation Rights. The Committee is hereby
                    authorized to grant Stock Appreciation Rights to
                    Participants. Subject to the terms of the Plan and any
                    applicable Award Agreement, a Stock Appreciation Right
                    granted under the Plan shall confer on the holder thereof a
                    right to receive, upon exercise thereof, the excess of (i)
                    the Fair Market Value of one Share on the date of exercise
                    or, if the Committee shall so determine in the case of any
                    such right other than one related to any Incentive Stock
                    Option, at any time during a specified period before or
                    after the date of exercise over (ii) the grant price of the
                    right as specified by the Committee, which shall not be less
                    than the Fair Market Value of one Share on the date of grant
                    of the Stock Appreciation Right (or, if the Committee so
                    determines, in the case of any Stock Appreciation Right
                    retroactively granted in tandem with or in substitution for
                    another Award or any outstanding award granted under any
                    other plan of the Company, on the date of grant of such
                    other Award or award). Subject to the terms of the Plan and
                    any applicable Award Agreement, the grant price, term,
                    methods of exercise, methods of settlement, and any other
                    terms and conditions of any Stock Appreciation Right shall
                    be as determined by the Committee. The Committee may impose
                    such conditions or restrictions on the exercise of any Stock
                    Appreciation Right as it may deem appropriate.

                                        8

<PAGE>

               (c)  Restricted Stock and Restricted Stock Units.

                    (i)  Issuance. The Committee is hereby authorized to grant
                         Awards of Restricted Stock and Restricted Stock Units
                         to Participants.

                    (ii) Restrictions. Shares of Restricted Stock and Restricted
                         Stock Units shall be subject to such restrictions as
                         the Committee may impose (including, without
                         limitation, any limitation on the right to vote a Share
                         of Restricted Stock or the right to receive any
                         dividend or other right or property), which
                         restrictions may lapse separately or in combination at
                         such time or times, in such installments or otherwise,
                         as the Committee may deem appropriate.

                   (iii) Registration. Any Restricted Stock granted under the
                         Plan may be evidenced in such manner as the Committee
                         may deem appropriate, including, without limitation,
                         book-entry registration or issuance of a stock
                         certificate or certificates. In the event any stock
                         certificate is issued in respect of Shares of
                         Restricted Stock granted under the Plan, such
                         certificate shall be registered in the name of the
                         Participant and shall bear an appropriate legend
                         referring to the terms, conditions, and restrictions
                         applicable to such Restricted Stock.

                    (iv) Forfeiture. Except as otherwise determined by the
                         Committee, upon termination of employment (as
                         determined under criteria established by the Committee)
                         for any reason during the applicable restriction
                         period, all Shares of Restricted Stock and all
                         Restricted Stock Units still, in either case, subject
                         to restriction shall be forfeited and reacquired by the
                         Company; provided, however, that the Committee may,
                         when it finds that a waiver would be in the best
                         interests of the Company, waive in whole or in part any
                         or all remaining restrictions with respect to Shares of
                         Restricted Stock or Restricted Stock Units.
                         Unrestricted Shares, evidenced in such manner as the
                         Committee shall deem appropriate, shall be delivered to
                         the holder of Restricted Stock promptly after such
                         Restricted Stock shall become Released Securities.

                                        9

<PAGE>

               (d)  Performance Awards. The Committee is hereby authorized to
                    grant Performance Awards to Participants. Subject to the
                    terms of the Plan and any applicable Award Agreement, a
                    Performance Award granted under the Plan (i) may be
                    denominated or payable in cash, Shares (including without
                    limitation, Restricted Stock), other securities, other
                    Awards, or other property and (ii) shall confer on the
                    holder thereof rights valued as determined by the Committee
                    and payable to, or exercisable by, the holder of the
                    Performance Award, in whole or in part, upon the achievement
                    of such performance goals during such performance periods as
                    the Committee shall establish. Subject to the terms of the
                    Plan and any applicable Awards Agreement, the performance
                    goals to be achieved during any performance period, the
                    length of any performance period, the amount of any
                    Performance Award granted, and the amount of any payment or
                    transfer to be made pursuant to any Performance Award shall
                    be determined by the Committee.

               (e)  Dividend Equivalents. The Committee is hereby authorized to
                    grant to Participants Awards under which the holders thereof
                    shall be entitled to receive payments equivalent to
                    dividends or interest with respect to a number of Shares
                    determined by the Committee, and the Committee may provide
                    that such amounts (if any) shall be deemed to have been
                    reinvested in additional Shares or otherwise reinvested.
                    Subject to the terms of the Plan and any applicable Awards
                    Agreement, such Awards may have such terms and conditions as
                    the Committee shall determine.

               (f)  Other Stock-Based Awards. The Committee is hereby authorized
                    to grant to Participants such other Awards that are
                    denominated or payable in, valued in whole or in part by
                    reference to, or otherwise based on or related to, Shares
                    (including, without limitation, securities convertible into
                    Shares), as are deemed by the Committee to be consistent
                    with the purposes of the Plan, provided, however, that such
                    grants must comply with applicable law. Subject to the terms
                    of the Plan and any applicable Award Agreement, the
                    Committee shall determine the terms and conditions of such
                    Awards. Shares or other securities delivered pursuant to a
                    purchase right granted under this Section 6(f) shall be
                    purchased for such consideration, which may be paid by such
                    method or methods and in such form or forms, including,
                    without limitation, cash, Shares, other securities, other
                    Awards, or other property, or any combination thereof, as
                    the Committee shall determine, the value of which
                    consideration, as established by the Committee, shall not be
                    less than the Fair Market Value

                                       10

<PAGE>

                    of such Shares or other securities as of the date such
                    purchase right is granted (or, if the Committee so
                    determines, in the case of any such purchase right
                    retroactively granted in tandem with or in substitution for
                    another Award or any outstanding award granted under any
                    other plan of the Company, on the date of grant of such
                    other Award or award).

               (g)  General.

                    (i)  No Cash Consideration for Awards. Awards shall be
                         granted for no cash consideration or for such minimal
                         cash consideration as may be required by applicable
                         law.

                    (ii) Awards May Be Granted Separately or Together. Awards
                         may, in the discretion of the Committee, be granted
                         either alone or in addition to, in tandem with, or in
                         substitution for any other Award or any awards granted
                         under any other plan of the Company or any Affiliate.
                         Awards granted in addition to or in tandem with other
                         Awards, or in addition to or in tandem with awards
                         granted under any other plan of the Company or any
                         Affiliate, may be granted either at the same time as or
                         at a different time from the grant of such other Awards
                         or awards.

                   (iii) Forms of Payment Under Awards. Subject to the terms of
                         the Plan and of any applicable Award Agreement,
                         payments or transfers to be made by the Company or an
                         Affiliate upon the grant, exercise, or payment of an
                         Award may be made in such form or forms as the
                         Committee shall determine, including, without
                         limitation, cash, Shares, other securities, other
                         Awards, or other property, or any combination thereof,
                         and may be made in a single payment or transfer, in
                         installments, or on a deferred basis, in each case in
                         accordance with rules and procedures established by the
                         Committee. Such rules and procedures may include,
                         without limitation, provisions for the payment or
                         crediting of reasonable interest on installment or
                         deferred payments or the grant or crediting of Dividend
                         Equivalents in respect of installment or deferred
                         payments.

                    (iv) Limits on Transfer of Awards. Except as provided in
                         Section 6(a) above regarding Options, no Award (other
                         than Released Securities), and no right under any such
                         Award,

                                       11

<PAGE>

                         shall be assignable, alienable, saleable, or
                         transferable by a Participant otherwise than by will
                         or by the laws of descent and distribution or pursuant
                         to a qualified domestic relations order, as defined in
                         the Code (or, in the case of an Award of Restricted
                         Securities, to the Company); provided, however, that,
                         if so determined by the Committee, a Participant may,
                         in the manner established by the Committee, designate
                         a beneficiary or beneficiaries to exercise the rights
                         of the Participant, and to receive any property
                         distributable, with respect to any Award upon the
                         demand of the Participant. Each Award, and each right
                         under any Award, shall be exercisable, during the
                         Participant's lifetime, only by the Participant or, if
                         permissible under applicable law, by the Participant's
                         guardian or legal representative. No Award (other than
                         Released Securities), and no right under any such
                         Award, may be pledged, alienated, attached, or
                         otherwise encumbered, and any purported pledge,
                         alienation, attachment, or encumbrance thereof shall
                         be void and unenforceable against the Company or any
                         Affiliate.

                    (v)  Terms of Awards. The Term of each Award shall be for
                         such period as may be determined by the Committee;
                         provided, however, that in no event shall the term of
                         any Incentive Stock Option exceed a period of ten years
                         from the date of its grant.

                    (vi) Per-Person Limitation on Options and SARs. The number
                         of Shares with respect to which Options and SARs may be
                         granted under the Plan to an individual Participant in
                         any three-year period from September 17, 1997 through
                         the end of the term shall not exceed 3,000,000 Shares,
                         subject to adjustment as provided in Section 4(b).

                   (vii) Share Certificates. All certificates for Shares or
                         other securities delivered under the Plan pursuant to
                         any Award or the exercise thereof shall be subject to
                         such stop transfer orders and other restrictions as the
                         Committee may deem advisable under the Plan or the
                         rules, regulations, and other requirements of the
                         Securities and Exchange Commission, any stock exchange
                         upon which such Shares or other securities are then
                         listed, and any applicable Federal or state securities
                         laws, and the

                                       12

<PAGE>

                         Committee may cause a legend or legends to be put on
                         any such certificates to make appropriate reference to
                         such restrictions.

                  (viii) Maximum Payment Amount. The maximum fair market value
                         of payments to any executive officer made in connection
                         with any long-term performance awards (except for
                         payments made in connection with Options or Stock
                         Appreciation Rights) granted under the 1997 Plan shall
                         not, during any three-year period, exceed two percent
                         of Stanley's shareholders' equity as of the end of the
                         year immediately preceding the commencement of such
                         three-year period.

Section 7. Amendment and Termination

     Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

     (a)  Amendments to the Plan. The Board of Directors of the Company may
          amend, alter, suspend, discontinue, or terminate the Plan, including,
          without limitation, any amendment, alteration, suspension,
          discontinuation, or termination that would impair the rights of any
          Participant, or any other holder or beneficiary of any Award
          theretofore granted, without the consent of any shareholder,
          Participant, other holder or beneficiary of an Award, or other Person;
          provided, however, that, notwithstanding any other provision of the
          Plan or any Award Agreement, without the approval of the shareholders
          of the Company no such amendment, alteration, suspension,
          discontinuation, or termination shall be made that would:

          (i)  increase the total number of Shares available for Awards under
               the Plan, except as provided in Section 4 hereof; or

          (ii) permit Options, Stock Appreciation Rights, or other Stock-Based
               Awards encompassing rights to purchase Shares to be granted with
               per Share grant, purchase, or exercise prices of less than the
               Fair Market Value of a Share on the date of grant thereof, except
               to the extent permitted under Sections 6(a), 6(b), or 6(f)
               hereof.

     (b)  Adjustments of Awards Upon Certain Acquisitions. In the event the
          Company or any Affiliate shall assume outstanding employee awards or
          the right or obligation

                                       13

<PAGE>

          to make future such awards in connection with the acquisition of
          another business or another corporation or business entity, the
          Committee may make such adjustments, not inconsistent with the terms
          of the Plan, in the terms of Awards as it shall deem appropriate in
          order to achieve reasonable comparability or other equitable
          relationship between the assumed awards and the Awards granted under
          the Plan as so adjusted.

     (c)  Adjustments of Awards Upon the Occurrence of Certain Unusual or
          Nonrecurring Events. The Committee shall be authorized to make
          adjustments in the terms and conditions of, and the criteria included
          in, Awards in recognition of unusual or nonrecurring events
          (including, without limitation, the events described in Section 4(b)
          hereof) affecting the Company, any Affiliate, or the financial
          statements of the Company or any Affiliate, or of changes in
          applicable laws, regulations, or accounting principles, whenever the
          Committee determines that such adjustments are appropriate in order to
          prevent dilution or enlargement of the benefits or potential benefits
          to be made available under the Plan.

     (d)  Correction of Defects, Omissions and Inconsistencies. The Committee
          may correct any defect, supply any omission, or reconcile any
          inconsistency in the Plan or any Award in the manner and to the extent
          it shall deem desirable to carry the Plan into effect.

Section 8. General Provisions

     (a)  No Rights to Awards. No Salaried Employee, Participant or other Person
          shall have any claim to be granted any Award under the Plan, and there
          is no obligation for uniformity of treatment of Salaried Employees,
          Participants, or holders or beneficiaries of Awards under the Plan.
          The terms and conditions of Awards need not be the same with respect
          to each recipient.

     (b)  Delegation. The Committee may delegate to one or more officers or
          managers of the Company or any Affiliate, or a committee of such
          officers or managers, the authority, subject to such terms and
          limitations as the Committee shall determine, to grant Awards to, or
          to cancel, modify, waive rights with respect to, alter, discontinue,
          suspend or terminate Awards held by, Salaried Employees who are not
          officers of the Company for purposes of Section 16 of the Exchange
          Act.


                                       14

<PAGE>

     (c)  Withholding. The Company or any Affiliate shall be authorized to
          withhold from any Award granted or any payment due or transfer made
          under any Award or under the Plan the amount (in cash, Shares, other
          securities, other Awards, or other property) of withholding taxes due
          in respect of an Award, its exercise, or any payment or transfer under
          such Awards or under the Plan and to take such other action as may be
          necessary in the opinion of the Company or Affiliate to satisfy all
          obligations for the payment of such taxes.

     (d)  No Limit on Other Compensation Arrangements. Nothing contained in the
          Plan shall prevent the Company or any Affiliate from adopting or
          continuing in effect other or additional compensation arrangements,
          and such arrangements may be either generally applicable or applicable
          only in specific cases.

     (e)  No Right to Employment. The grant of an Award shall not be construed
          as giving a Participant the right to be retained in the employ of the
          Company or any Affiliate. Further, the Company or an Affiliate may at
          any time dismiss a Participant from employment, free from any
          liability, or any claim under the Plan, unless otherwise expressly
          provided in the Plan or in any Award Agreement.

     (f)  Governing Law. The validity, construction, and effect of the Plan and
          any rules and regulations relating to the Plan shall be determined in
          accordance with the laws of the State of Connecticut and applicable
          Federal law.

     (g)  Severability. If any provision of the Plan or any Award is or becomes
          or is deemed to be invalid, illegal, or unenforceable in any
          jurisdiction, or as to any Person or Award, or would disqualify the
          Plan or any Award under any law deemed applicable by the Committee,
          such provision shall be construed or deemed amended to conform to
          applicable laws, or if it cannot be so construed or deemed amended
          without, in the determination of the Committee, materially altering
          the intent of the Plan or the Award, such provision shall be stricken
          as to such jurisdiction, Person, or Award, and the remainder of the
          Plan and any such Award shall remain in full force and effect.

     (h)  No Trust or Fund Created. Neither the Plan nor any Award shall create
          or be construed to create a trust or separate fund of any kind or a
          fiduciary relationship between the Company or any Affiliate and a
          Participant or any other Person. To the extent that any Person

                                       15

<PAGE>

          acquires a right to receive payments from the Company or any Affiliate
          pursuant to an Award, such right shall be no greater than the right of
          any unsecured general creditor of the Company or any Affiliate.

     (i)  No Fractional Shares. No fractional Shares shall be issued or
          delivered pursuant to the Plan or any Award, and the Committee shall
          determine whether cash, other securities, or other property shall be
          paid or transferred in lieu of any fractional Shares, or whether such
          fractional Shares or any rights thereto shall be canceled, terminated,
          or otherwise eliminated.

     (j)  Headings. Headings are given to the Sections and subsections of the
          Plan solely as a convenience to facilitate reference. Such headings
          shall not be deemed in any way material or relevant to the
          construction or interpretation of the Plan or any provision thereof.

Section 9. Change in Control

     (a)  Upon the occurrence of a Change in Control (as hereinafter defined);

          (i)  all Options and Stock Appreciation Rights, whether granted as
               performance awards or otherwise, shall become immediately
               exercisable in full for the remainder of their terms, and
               Grantees shall have the right to have the Company purchase all or
               any number of such Options or Stock Appreciation Rights for cash
               for a period of thirty (30) days following a Change in Control at
               the Option Acceleration Price (as hereinafter defined); and

          (ii) all restrictions applicable to all Restricted stock and
               Restricted Stock Units, whether such Restricted Stock and
               Restricted Stock Units were granted as performance awards or
               otherwise, shall immediately lapse and have no effect, and
               Grantees shall have the right to have the Company purchase all or
               any number of such Restricted Stock Units and shares of
               Restricted Stock for cash for a period of thirty (30) days
               following a Change in Control at the Restricted Stock
               Acceleration Price (as hereinafter defined).

     (b)(i) The "Restricted Stock Acceleration Price" is the highest of the
            following on the date of a Change in Control:

                                       16

<PAGE>

                    (A)  the highest reported sales price of a share of the
                         Common Stock within the sixty (60) days preceding the
                         date of a Change in Control, as reported on any
                         securities exchange upon which the Common Stock is
                         listed,

                    (B)  the highest price of a share of the Common Stock
                         reported in a Schedule 13D or an amendment thereto as
                         paid within the sixty (60) days preceding the date of
                         the Change in Control,

                    (C)  the highest tender offer price paid for a share of the
                         Common Stock, and

                    (D)  any cash merger or similar price paid for a share of
                         the Common Stock.

               (ii) The "Option Acceleration Price" is the excess of the
                    Restricted Stock Acceleration Price over the exercise price
                    of the award, except that for Incentive Stock Options, the
                    Option Acceleration Price is limited to the spread between
                    the Fair Market Value on the date of exercise and the option
                    price.

          (C)  A "Change in Control" is the occurrence of any one of the
               following events:

               (i)  any "person," as such term is defined in Section 3(a)(9) and
                    modified and used in Sections 13(d) and 14(d) of the
                    Exchange Act (other than a Grantee, the Company, any trustee
                    or other fiduciary holding securities under an employee
                    benefit plan of the Company (or of any subsidiary of the
                    Company), or any corporation owned, directly or indirectly,
                    by the stockholders of the Company in substantially the same
                    proportions as their ownership of stock of the Company), is
                    or becomes the "beneficial owner" (as defined in Rule 13d-3
                    under the Exchange Act), directly or indirectly, of
                    securities of the Company representing 25% or more of the
                    combined voting power of the Company's then outstanding
                    securities;

               (ii) during any period of two consecutive years individuals who
                    at the beginning of such period constitute the Board, and
                    any new director (other than a director designated by a
                    person

                                       17

<PAGE>

                    who has entered into an agreement with the Company to effect
                    a transaction described in clause (i), (iii), (iv) or (v) of
                    this definition) whose election by the Board or nomination
                    for election by the Company's shareholders was approved by a
                    vote of at least two-thirds (2/3) of the directors then
                    still in office who either were directors at the beginning
                    of the period or whose election or nomination for election
                    was previously so approved, cease for any reason to
                    constitute at least a majority thereof;

              (iii) the shareholders of the Company approve a merger or
                    consolidation of the Company with any other corporation,
                    other than (A) a merger or consolidation which would result
                    in the voting securities of the Company outstanding
                    immediately prior thereto continuing to represent (either by
                    remaining outstanding or by being converted into voting
                    securities of the surviving entity) more than 75% of the
                    combined voting power of the voting securities of the
                    Company or such surviving entity outstanding immediately
                    after such merger or consolidation or (B) a merger or
                    consolidation effected to implement a recapitalization of
                    the Company (or similar transaction) in which no "person"
                    (with the exceptions specified in clause (i) of this
                    definition) acquires 25% or more of the combined voting
                    power of the Company's then outstanding securities;

               (iv) the shareholders of the Company approve a plan of complete
                    liquidation of the Company or an agreement for the sale or
                    disposition by the Company of all or substantially all of
                    the Company's assets; or

               (v)  the Company consummates a merger, consolidation, stock
                    dividend, stock split or combination, extraordinary cash
                    dividend, exchange offer, issuer tender offer or other
                    transaction effecting a recapitalization of the Company (or
                    similar transaction) (the "Transaction") and, in connection
                    with the Transaction, a Designated Downgrading occurs with
                    respect to the unsecured general obligations of the Company
                    (the "Securities"), as described below:

                                       18

<PAGE>

          (A)  If the rating of the Securities by both Rating Agencies (defined
               hereinafter) on the date 60 days prior to the public announcement
               of the Transaction (a "Base Date") is equal to or higher than BBB
               Minus (as hereinafter defined), then a "Designated Downgrading"
               means that the rating of the Securities by either Rating Agency
               on the effective date of the Transaction (or, if later, the
               earliest date on which the rating shall reflect the effect of the
               Transaction) (as applicable, the "Transaction Date") is equal to
               or lower than BB Plus (as hereinafter defined); if the rating of
               the Securities by either Rating Agency on a Base Date is lower
               than BBB Minus, then a "Designated Downgrading" means that the
               rating of the Securities by either Rating Agency on the
               Transaction Date has decreased from the rating by such Rating
               Agency on the Base Date. In determining whether the rating of the
               Securities has decreased, a decrease of one gradation (+ and -
               for S&P and 1, 2 and 3 for Moody's, or the equivalent thereof by
               any substitute rating agency referred to below) shall be taken
               into account;

          (B)  "Rating Agency" means either Standard & Poor's Corporation or its
               successor ("S&P") or Moody's Investor Service, Inc. or its
               successor ("Moody's");

          (C)  "BBB Minus" means, with respect to ratings by S&P, a rating of
               BBB- and, with respect to ratings by Moody's, a rating of Baa3,
               or the equivalent thereof by any substitute agency referred to
               below;

          (D)  "BB Plus" means, with respect to ratings by S&P, a rating of BB+
               and, with respect to ratings by Moody's, a rating of BBB3, or the
               equivalent thereof by any substitute agency referred to below;

          (E)  The Company shall take all reasonable action necessary to enable
               each of the Rating Agencies to provide a rating for the
               Securities, but, if either or both of the Rating Agencies shall
               not make such a rating available, a nationally-recognized
               investment banking firm shall select a nationally-recognized
               securities rating agency or two nationally-recognized securities
               rating agencies to act as substitute

                                       19

<PAGE>

               rating agency or substitute rating agencies, as the case may be.

Section 10. Effective Date of the Plan

     The Plan shall be effective as of September 17, 1997.

Section 11. Term of the Plan

     No Award shall be granted under the Plan after September 16, 2007. However,
unless otherwise expressly provided in the plan or in an applicable Award
Agreement, any Award theretofore granted may extend beyond such date, and the
authority of the Committee to amend, alter, or adjust any such Award, or to
waive any conditions or rights under any such Award, and the authority of the
Board of Directors of the Company to amend the Plan, shall extend beyond such
date.

                                       20

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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