0000950123-09-003448 Sample Contracts

AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • February 26th, 2009 • Stanley Works • Cutlery, handtools & general hardware

THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”), dated December 10, 2008, is made by and between The Stanley Works, a Connecticut corporation (the “Company”), and John F. Lundgren (the “Executive”).

Form B AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • February 26th, 2009 • Stanley Works • Cutlery, handtools & general hardware • Connecticut

THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”), dated __________________, 2008 is made by and between The Stanley Works, a Connecticut corporation (the “Company”), and __________________ (the “Executive”).

Donald McIlnay Re: Agreement and General Release Dear Don:
Agreement and General Release • February 26th, 2009 • Stanley Works • Cutlery, handtools & general hardware • Connecticut

The Stanley Works and its subsidiaries and their respective employees, officers, directors and agents (collectively, “Stanley”) and you agree that:

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2009 • Stanley Works • Cutlery, handtools & general hardware • Connecticut

RESTATEMENT OF EMPLOYMENT AGREEMENT (the “Agreement”) by and between The Stanley Works, a Connecticut corporation (the “Company”), and John F. Lundgren (the “Executive”), dated December 10, 2008 (the “Execution Date”) and effective as of the Effective Date (as defined in Section 1 below).

AMENDMENT NO. 1 to the AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 17, 2009
Credit Agreement • February 26th, 2009 • Stanley Works • Cutlery, handtools & general hardware • New York

AMENDMENT NO. 1 (this “Amendment”) dated as of the date first above written among The Stanley Works (the “Company”) and the Lenders executing this Amendment on the signature pages hereto.