EXHIBIT
10(xiii)(d)

 LONG TERM INCENTIVE AWARD PROGRAM
FOR THE 2.5 YEAR PERFORMANCE PERIOD ENDING DECEMBER  30,
2006 

		
	I. 	Description
of Performance Criteria and Range of Certain Awards under the Long-Term
Performance Award Program for the 2.5 Year Performance Period ending
December  30,  2006.


The Long-Term Performance
Award Program under the Stanley Works 1997 Long-Term Incentive Plan for
the performance period commencing July  4,  2004 and ending
December  30,  2006 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 Long-Term Performance Award Program for the 2.5 Year Period ending
December  30,  2006 are based on achievement of corporate
earnings per share and return on capital employed targets over the 2.5
year performance period from July  4,  2004 to
December  30,  2006.

The range of performance units
to be granted under the Long-Term Performance Award Program for the 2.5
Year Period ending December  30,  2006 to our Chief
Executive Officer and other four most highly compensated executive
officers for achievement of threshold performance is from 4,853 to
21,408 performance units, for achievement of target performance is from
9,705 to 42,818 performance units, and for achievement of maximum
performance is from 19,411 to 85,635 performance
units.

		
	II.  	Attachments.


Attached hereto are the Terms and Conditions Applicable to Long Term
Performance Award Program for the 2.5 Year Period ending
December  30,  2006 and the Form of Award Agreement for
such awards.

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 Plan (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 Company’s 2006 fiscal year 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 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
from July  4,  2004 through December  30,
2006.


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

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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 the 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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Form of Award
Agreement

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 1997 Stanley Works
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 2.5 year measurement period (7-04
through 12-06).

In conjunction with our short-term
variable compensation plan (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 July
1,  2004. The initial value of each PS unit is $43.79, the
closing price of Stanley stock on July  6,  2004. The
number of PS units allocated to each participant is equivalent to 2.5
times his or her annual percentage salary amount divided by $43.79,
rounded to the closest whole number.

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


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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.


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. These metrics will be established in conjunction
with the Company’s three-year strategic planning process and
will be communicated to you prior to year end. This will allow the
Program metrics to flex off of the Board approved three-year
plan.

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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