EXHIBIT
10(xiii)(e)

DESCRIPTION OF PERFORMANCE CRITERIA
AND RANGE OF CERTAIN AWARDS
 UNDER THE LONG-TERM PERFORMANCE AWARD
PROGRAM FOR THE PERIOD
 JANUARY  2,  2005 THROUGH
DECEMBER  29,  2007 

The
Long-Term Performance Award Program under the Stanley Works 1997
Long-Term Incentive Plan for the performance period commencing
January  2,  2005 and ending December  29,
2007 provides for the grant of performance units to the members of our
senior executive team that are settled in shares of Stanley Common
Stock if and to the extent corporate financial goals are achieved over
the performance period. The performance criteria approved by the
Compensation and Organization Committee under the 2005 to 2007
Long-Term Performance Award Program are based on achievement of
corporate earnings per share and return on capital employed targets
over the three year performance period from January  2,
2005 to December29, 2007.

The range of performance units
to be granted under the 2005 to 2007 Long-Term Performance Award
Program to our Chief Executive Officer and other four most highly
compensated executive officers for achievement of threshold performance
is from 1,848 to 8,155 performance units, for achievement of target
performance is from 3,697 to 16,311 performance units, and for
achievement of maximum performance is from 7,394 to 32,622 performance
units.








Terms and Conditions Applicable
to
Long Term Performance Awards
Issued Pursuant to The Stanley
Works 1997 and 2001 Long Term Incentive Plans

This
document sets forth the Terms and Conditions applicable to long term
performance awards (‘‘Performance
Awards’’) issued to eligible Employees pursuant to
either The Stanley Works 1997 Long-Term Incentive Plan or The Stanley
Works 2001 Long-Term Incentive Plans (the
‘‘Plan’’) as described in the Award
Document.

Each Performance Award represents the right of
the Participant to receive a number of Shares to be issued if the
Company achieves Performance Goals for the Measurement Period as set
forth in the Award
Document.

			
		1. 	Time and Manner of
Settlement. As soon as practicable following completion of
the applicable Measurement Period and assuming that the Threshold
Performance Goals are achieved and employment requirements are
satisfied, the Company shall issue a number of Shares to the
Participant, in settlement of the Participant’s Performance
Award, equal to (i) the number of Shares specified in the Award
Document to be issued based upon the Performance Goals achieved plus
(ii) in the event performance falls between the Threshold and Target or
Target and Maximum Goals as specified in the Award Document, a pro rata
number of Shares calculated as follows (rounded to the closest whole
number):


S =
(A-L/N-L)x(SN-SL)

where:
S = the additional
number of Shares to be issued
A = the actual EPS or ROCE
achieved
L = the EPS or ROCE Goal reached
N = the next highest
EPS or ROCE Goal
SN = the number of Shares designated for issuance
at the next highest EPS or ROCE Goal; and
SL = the number of Shares
designated for issuance at the EPS or ROCE Goal
reached.

If, at the time of settlement, the
Participant meets or exceeds the Minimum Ownership Guidelines, Shares
shall be issued in the form of Unrestricted Stock. If the Participant
does not meet the applicable Minimum Ownership Guidelines at the time
of settlement, the Shares shall be issued in the form of Restricted
Stock to the extent necessary for such Participant to meet such Minimum
Ownership Guidelines at the time of settlement. Any additional Shares
shall be issued in the form of Unrestricted
Stock.

			
		2. 	Rights of a
Shareholder. The Participant shall not have any rights of a
shareholder with respect to the Performance Awards or any Shares issued
in settlement thereof prior to the date of
settlement.


			
		3. 	Transferability. Transferability
shall be as set forth in the
Plan.


			
		4. 	Adjustments. Notwithstanding
any other provision hereof, the Committee shall have authority to make
adjustments in the terms and conditions of, and the criteria included
in, Performance Awards granted hereunder, as set forth in the
Plan.


			
		5. 	Miscellaneous. The
Committee shall have full discretionary authority to administer the
Performance Awards and to interpret the terms of the Award Document and
this document, which authority includes the authority to waive certain
conditions in appropriate circumstances. All decisions or
interpretations of the Committee with respect to any question arising
in respect of the Performance Awards shall be binding, conclusive and
final. The waiver by Stanley of any provision of this document or an
Award Document shall not operate as or be construed to be a subsequent
waiver of the same 


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provision or a waiver of any other provision
of this document or any Award Document. The validity and construction
of the terms of this document and any Award Document shall be governed
by the laws of the State of Connecticut. The terms and conditions set
forth in this document and any Award Document are subject in all
respects to the terms and conditions of the Plan, which shall be
controlling. The Participant agrees to execute such other agreements,
documents or assignments as may be necessary or desirable to effect the
purposes hereof.


			
		6. 	Unfunded
Arrangement. The Performance Awards represented in any Award
Document constitute an unfunded unsecured promise of Stanley and the
rights of the Participant in respect of the Performance Awards are no
greater than the rights of an unsecured creditor of
Stanley.


			
		7. 	Capitalized
Terms. The following capitalized terms shall have the
meaning set forth below for purposes of any Award Document. All other
capitalized terms used in this document shall have the meanings set
forth in the Plan.



Award Document. A
letter or combination of letters to a Participant that advises the
Participant that he or she has been selected to Participate in the
program and sets forth the EPS Performance Goals, ROCE Performance
Goals and Shares at the Threshold, Target and Maximum Levels, signed by
the Chairman of the Committee, in the case of an Award Document to the
Chief Executive Officer, and by the Chief Executive Officer, in the
case of an Award Document to any other
Participant.


EPS Performance
Goals. Threshold, Target and Maximum earnings per share
(‘‘EPS’’) performance to be achieved
over the Measurement Period as set forth in the Award
Document.


Measurement Period. The period
during which financial performance is measured against the applicable
Performance Goals as set forth in the Award
Document.


Minimum Ownership
Guidelines. Minimum levels of stock ownership Participants
are expected to reach over time, as set forth in the Award
Document.


Performance Goals. EPS
Performance Goals and ROCE Performance Goals as defined
herein.


Restricted Stock. Common Stock of
the Company that confers on holders the right to vote and receive
dividends, but that is subject to certain restrictions on sale and
transfer. All restrictions on sale and transfer of such stock shall
lapse on the date the Participant’s employment with the Company
or any Affiliate terminates, regardless of the reason for termination,
provided, however, that a transfer of employment from the Company to
any Affiliate or from any Affiliate to another Affiliate or to the
Company shall not be deemed a termination of employment hereunder. In
addition, if through the acquisition of additional Shares or otherwise,
the total market value of shares owned by a Participant (restricted and
unrestricted) exceeds the applicable Minimum Ownership Guidelines, the
restrictions on the sale and transfer of that number of Shares of
Restricted Stock in excess of the number required to meet the
applicable Minimum Ownership Guidelines shall
lapse.


ROCE Performance Goals. Threshold,
Target and Maximum return on capital employed
(‘‘ROCE’’) performance to be
achieved over the Measurement Period as set forth in the Award
Document.


Shares. Shares of Restricted
Stock or Unrestricted Stock to be issued if Performance Goals are
achieved, as specified in an Award Document, with 50% of Shares
allocated to EPS Performance Goals and 50% of Shares allocated
to ROCE Performance Goals.


Unrestricted
Stock. Common Stock of the Company that may be sold at any
time.

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Date

Dear________:

It
is my pleasure to congratulate you for being selected to participate in
the Long Term Performance Award Program (the
‘‘Program’’) under The Stanley Works 1997
Long-Term Incentive Plan. This Program is intended to provide
substantial, equity-based rewards for specified full-time members of
our senior executive team, provided specific Corporate goals are
achieved during the Program’s three year measurement period
(January 2, 2005 through December  29,  2007).

In conjunction with our short-term variable compensation
program (MICP) and our stock option program, the Program is an
important addition to your total compensation package, and provides a
strong additional incentive to continue increasing shareholder
value.


Bonus Opportunity


Each
participant will have an opportunity to earn a number of Performance
Shares (PS) based upon achievement of corporate financial goals, and
may earn additional performance shares if the corporate financial goals
are exceeded. Each PS unit represents one share of Stanley Common Stock
and, accordingly, the potential value of a participant’s
performance award under the Program may increase if our stock price
appreciates over the measurement period.

Each participant
is allocated a threshold, target and maximum number of PS units based
upon assigned percentages of his or her annual base salary, at the rate
in effect as of January  2,  2005. The initial value of
each PS unit is $45.98, the average of the high and low price of
Stanley stock on February  23,  2005.

Your
performance award covers the following number of PS
units:





															
	 		Threshold		Target		Max
	%
of
Pay		 		 		 
	#
PS		 		 		 
	







Vesting
and Settlement


Performance awards will become vested
at the time of settlement to the extent that the applicable performance
metrics have been achieved and provided that the participant is
continuously employed by Stanley until such time. Performance awards
will be settled in shares of Stanley stock as soon as practicable
following the end of the measurement period. The shares will be
distributed in the form of restricted stock to the extent the
participant does not hold the number of shares specified in the minimum
stock ownership guidelines for executives at the time of settlement.
Participants will be entitled to vote and receive dividends on
restricted stock following the date of distribution.

The
Minimum Ownership Guidelines are as
follows:





	
							
	Position		Multiple
of Base
Salary
	CEO		3X
	EVP/SVP		2X
	Level
3		1X
	






If a participant’s
employment with Stanley terminates due to his or her retirement, death
or disability prior to the date the performance awards are settled, the
participant’s performance award will be pro-rated based on the
number of days in the measurement period that the participant was
employed by Stanley. The participant’s pro-rated performance
award will be settled at the same time as performance awards for active
participants are settled, to the extent the applicable performance
metrics have been achieved. Pro-rated performance awards will be
settled in the form of unrestricted shares of Stanley common stock. A
participant whose employment with Stanley terminates prior to the date
of settlement for any other reason will forfeit all rights in respect
of his or her performance award and will not be entitled to receive any
shares of Stanley stock or other payment under the
Program.

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Financial
Measurements


The Corporate financial goals for this
Program will consist of two equally weighted metrics, one based on EPS
and one based on ROCE.

Although this summary includes the
key aspects of the Program, it is not intended to represent a full
accounting of the rules and regulations applicable to the Program and
is subject to the terms described in the enclosed Terms and Conditions
Applicable to Long Term Performance Awards and The Stanley Works 1997
Long-Term Incentive Plan, which together with this document govern the
Program.

If you have any questions, please call me, Jim
Loree or Mark Mathieu. Once again, thank you for your continued support
and congratulations on being selected to participate in this important
Program.

Best regards,

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