Exhibit 10(xiii)(c)

  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 2001 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 2001 Long Term Incentive Plan


This document sets forth the Terms and Conditions applicable to long term
performance awards ("PERFORMANCE AWARDS") issued to eligible Employees pursuant
to 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.

          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.










                             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 2001 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           25%             50%                100%
      ----------- ----------------- --------------- ---------------------
      # 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.

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 2001
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,