Exhibit
4.7


 


UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS BOOK-ENTRY
PREFERRED SECURITIES CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS BOOK-ENTRY PREFERRED SECURITIES
CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED DECLARATION OF TRUST REFERRED
TO HEREIN.


 


THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. 
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.


 


THE HOLDER OF THIS SECURITY, BY
ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS
TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE ISSUER, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER,” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
STATES TO NON-U.S. PERSONS IN “OFFSHORE TRANSACTIONS” WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO RULE 144 UNDER THE
SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE


 

















 


ISSUER’S AND THE TRUSTEES’
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) AND (E)
TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. 
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.  AS
USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON”
HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.


 


THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS FROM THE DATE ON
WHICH THE HOLDER PURCHASES THIS SECURITY THROUGH AND INCLUDING THE DATE ON
WHICH THE HOLDER DISPOSES OF ITS INTEREST IN THIS SECURITY, THAT THE HOLDER IS
NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974 OR TO SECTION 4975 OF THE US INTERNAL REVENUE CODE OF 1986, AS AMENDED OR
A FIDUCIARY PURCHASING THIS SECURITY FOR OR WITH THE ASSETS OF SUCH A PLAN.


 

















 


	
  Certificate Number: 144A-1

  	
  Number of Preferred Securities:

  
	
   

  	
  450,000

  
	
   

  
	
  CUSIP NO.: 854624 AA 1

  
	
  ISIN NO.: US854624AA12

  



 


 


Certificate Evidencing Preferred
Securities


 


of


 


The Stanley Works Capital Trust
I


 


5.902% Fixed Rate/Floating Rate
Enhanced Trust Preferred Securities

(Liquidation amount $1,000 per Preferred Security)


 


The Stanley Works Capital Trust I, a statutory trust created under
the laws of the State of Delaware (the “Trust”), hereby certifies that Cede
& Co. (the “Holder”) is the registered owner of FOUR HUNDRED FIFTY THOUSAND
(450,000) preferred securities of the Trust representing undivided beneficial
interests in the assets of the Trust and designated The Stanley Works
Capital Trust I 5.902% Fixed
Rate/Floating Rate Enhanced Trust
Preferred Securities (liquidation amount $1,000 per Preferred Security) (the “Preferred
Securities”).  The Preferred Securities
are transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in Section 5.13 of the Amended and
Restated Declaration of Trust (as defined below).  The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities are set forth in, and this certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Declaration of Trust of the Trust,
dated as of November 22, 2005, as the same may be amended from time to time
(the “Amended and Restated Declaration of Trust”), including the designation of
the terms of Preferred Securities as set forth therein.  Capitalized terms used herein but not defined
shall have the meaning given to them in the Amended and Restated Declaration of
Trust.  The holder of this certificate is
entitled to the benefits of the Guarantee to the extent provided therein.  The Trust will furnish a copy of the Amended
and Restated Declaration of Trust, the Guarantee and the Junior Subordinated
Indenture to the holder of this certificate without charge upon written request
to the Trust at its principal place of business or registered office.


 


Upon receipt of this
certificate, the holder of this certificate is bound by the Amended and
Restated Declaration of Trust and is entitled to the benefits thereunder.


 


By acceptance, the holder
of this certificate agrees to treat, for United States federal income tax
purposes, the Junior Subordinated Debt Securities as indebtedness and the
Preferred Securities as evidence of indirect beneficial ownership in the Junior
Subordinated Debt Securities.


 

















 


IN WITNESS WHEREOF, an
Administrative Trustee of the Trust has executed this certificate this 22nd day
of November, 2005.


 


	
   

  	
  THE STANLEY WORKS CAPITAL
  TRUST I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Craig A. Douglas

  
	
   

  	
  as Administrative Trustee

  



 

















 


(REVERSE OF SECURITY)


 


During the Fixed Rate Period, distributions
payable on the Preferred Securities shall be fixed at a rate of 5.902% per
annum of the Liquidation Amount of the Preferred Securities, such rate being the
rate of interest payable during the Fixed Rate Period on the Junior
Subordinated Debt Securities to be held by the Property Trustee, and (to the
extent that payment of such distributions is enforceable under applicable law) distributions
on any overdue installment of distributions shall accrue at the Fixed Rate,
compounded semi-annually, through the end of the Fixed Rate Period.  During the Floating Rate Period,
distributions on each Preferred Security will accrue during each Quarterly
Distribution Accrual Period, at a rate equal to the lower of (i) 1.40% plus the
highest of the (x) 3-Month LIBOR Rate; (y) 10-Year Treasury CMT, and (z)
30-Year Treasury CMT, as applicable for such Quarterly Distribution Accrual
Period and (ii) 13.25% (such rate the “Floating Rate” with respect to such
Quarterly Distribution Accrual Period, and such rate being the rate of interest
payable during the Floating Rate Period on the Junior Subordinated Debt
Securities to be held by the Property Trustee) until the stated liquidation
amount thereof is paid, and (to the extent that payment of such distributions
is enforceable under applicable law) distributions on any overdue installment
of distributions shall accrue at the Floating Rate prevailing from time to
time, compounded quarterly at such prevailing Floating Rate.  Distributions on the Preferred Securities shall
be made and shall be deemed payable on each Distribution Date, but only to the
extent that the Trust has legally and immediately available funds in the
Payment Account for the payment of such Distributions.  During the Fixed Rate Period, the amount of distributions
payable on any Distribution Date will be computed on the basis of a 360-day
year of twelve 30-day months, and the amount of distributions payable for any
period shorter or longer than a full semi-annual period for which distributions
are computed will be computed on the basis of the actual number of days elapsed
in such 180-day period.  During the
Floating Rate Period, the amount of distributions payable will be computed by
multiplying the annual Floating Rate in effect for the Quarterly Distribution
Accrual Period or portion thereof in respect of which the distribution is made
by a fraction, the numerator of which will be the actual number of days in such
Quarterly Distribution Accrual Period (or a portion thereof) (determined by
including the first day thereof and excluding the last day thereof) and the
denominator of which will be 365, and multiplying the product obtained thereby by
the stated liquidation amount hereof.


 


Distributions on the Preferred Securities
will be cumulative, will accrue from the Issue Date and, subject to any Deferral, shall be
payable (i) during the Fixed Rate Period, semi-annually on June 1 and December
1 of each year, commencing June 1, 2006 (each a “Semi-Annual Distribution Date”);
and (ii) during the Floating Rate Period, quarterly on March 1, June 1, September
1 and December 1 of each year, commencing March 1, 2011 (each a “Quarterly
Distribution Date”).  Distributions,
including Additional Amounts, if any on the Preferred Securities on each
Distribution Date will be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities on the relevant record dates.  While the Preferred Securities remain in book-entry
only form, the relevant record dates shall be one Business Day prior to the
relevant payment dates.  If the Preferred
Securities are not in book-entry only form, the relevant record dates for the
Preferred Securities shall conform to the rules of any securities exchange on
which the Preferred Securities are listed and, if none, shall be selected by
the Sponsor, which dates shall be at least one Business Day but not more than
60 Business Days before the


 

















 


relevant payment dates.  An interest payment on the Junior
Subordinated Debt Securities may be deferred (i) in whole at the election
of the Sponsor pursuant to Optional Deferral in accordance with the terms of
Section 4.1 of the Supplemental Indenture permitting Optional Deferral, or
(ii) in whole or in part in accordance with the terms of Section 4.2 of
the Supplemental Indenture limiting interest payments in the case of a
Mandatory Deferral (each a “Deferral”). 
As a consequence of any such Deferral, Distributions will also be
deferred, in whole or in part, to the extent corresponding to the deferral on
the Junior Subordinated Debt Securities, provided that
semi-annual or quarterly Distributions, as applicable, to the extent not paid
as and when due will continue to accrue (i) during the Fixed Rate Period,
at the Fixed Rate, compounded semi-annually on each Semi-Annual Distribution
Date and (ii) during the Floating Rate Period, at the Floating Rates
applicable from time to time, compounded quarterly on each Quarterly
Distribution Date.  Amounts added to
deferred Distributions due to such compounding are referred to herein as “Additional
Amounts.”  Deferred Distributions,
together with Additional Amounts, will be distributed to the Holders of the
Trust Securities as received by the Trust at the end of any Deferral
period.  Notwithstanding the foregoing,
the Trust may distribute deferred amounts earlier if the Sponsor prepays
interest deferred on the Junior Subordinated Debt Securities prior to the end
of any Deferral as permitted by the Junior Subordinated Indenture.


 


The holder
hereof, by such holder’s acceptance hereof, agrees that in the event of any
payment or distribution of assets to creditors of the Sponsor upon any
liquidation, dissolution, winding up, reorganization, or in connection with any
insolvency, receivership or proceeding under any Bankruptcy Law with respect to
the Sponsor, such holder shall not have a claim for deferred Distributions and
Additional Amounts thereon, to the extent that such amounts correspond to
amounts in respect of Foregone Deferred Interest on the Junior Subordinated
Debt Securities.


 


In addition to
the rights provided to the holders of the Preferred Securities under the
Amended and Restated Declaration of Trust of the Trust, holders of Preferred
Securities that are Registrable Securities (as defined in the Registration
Rights Agreement, dated as of November 22, 2005, among the Trust, The
Stanley Works and the initial purchasers of the Preferred Securities therein
named), shall have all the rights set forth in such Registration Rights
Agreement.


 


In the event
of a Non-U.S. Merger with respect to The Stanley Works, the holder hereof shall
have the right to receive Gross-Up Payments, if and to the extent such payments
are required pursuant to the Junior Subordinated Indenture.


 


Subject to
certain conditions set forth in the Amended and Restated Declaration of
Trust and the Junior Subordinated Indenture, the Property Trustee may,
at the direction of the Sponsor, at any time liquidate the Trust and cause the
Junior Subordinated Debt
Securities to be distributed to the holders of the Trust Securities in
liquidation of the Trust or, simultaneously with any redemption of the Junior
Subordinated Debt Securities,
cause a Like Amount of the Trust Securities to be redeemed by the Trust.


 


The Preferred
Securities shall be redeemable as provided in the Amended and Restated Declaration of
Trust.


 

















 


ASSIGNMENT


 


	
  FOR VALUE RECEIVED, the undersigned assigns and transfers this
  Preferred Security to:

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Insert assignee’s social security or tax
  identification number)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Insert address and zip code of assignee)

  
	
   

  
	
  and irrevocably appoints

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  agent to transfer this
  Preferred Securities Certificate on the books of the Trust. The agent may substitute
  another to act for him or her.

  



 


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
  (Sign exactly as your
  name appears on the other side of this Preferred Securities Certificate)