0000950136-04-000768 Sample Contracts

RETIREMENT AGREEMENT
Retirement Agreement • March 16th, 2004 • Stanley Works • Cutlery, handtools & general hardware • Connecticut

This Retirement Agreement (this "Agreement") by and between The Stanley Works, a Connecticut corporation (the "Company"), and John M. Trani (the "Executive"), is entered into effective as of December 8, 2003 (the "Execution Date").

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SECOND AMENDED AND RESTATED FACILITY A (364-DAY) CREDIT AGREEMENT
Credit Agreement • March 16th, 2004 • Stanley Works • Cutlery, handtools & general hardware • New York

SECOND AMENDMENT AND RESTATEMENT dated as of October 15, 2003, among THE STANLEY WORKS (the "Borrower"); each of the lenders that is a signatory hereto (the "Lenders"); and CITIBANK, N.A., as administrative agent for the Lenders (together with its successors in such capacity, the "Administrative Agent").

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