SECURITIES AND EXCHANGE COMMISSION NO.33-
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
THE STANLEY WORKS
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-0548860
(State or other jurisdiction of incorporation) I.R.S. Employer
Identification No.)
1000 STANLEY DRIVE, P.O. BOX 7000
NEW BRITAIN, CONNECTICUT 06050
(Address of Principal Executive Offices) (Zip Code)
THE STANLEY WORKS
401(K) SAVINGS PLAN
(Full title of the Plan)
Stephen S. Weddle, Esquire
The Stanley Works
1000 Stanley Drive, P.O. Box 7000
New Britain, Connecticut 06050
(Name and address of agent for service)
203-225-5111
(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered* Registered* Price Per Share** Aggregate Price** Filing Fee***
<S> <C> <C> <C> <C>
Interests in Plan Indeterminate
Common Stock, $2.50
par value per share 5,700,000 $39.00 $222,300,000 $76,655.17
<FN>
*This Registration Statement covers interests in the Plan and additional shares of Common Stock purchased in
accordance with and issuable under the Plan. Pursuant to Rule 416(c), this Registration Statement covers an
indeterminate number of interests to be offered or sold pursuant to the Plan described herein. This
Registration Statement also pertains to Depository Stock Purchase Rights of the Registrant which are attached
to the Common Stock.
**Estimated for purposes of calculation of the registration fee pursuant to Rule 457(c) and based upon an
average of the high and low prices that the Common Stock of The Stanley Works was sold for on the New York
Stock Exchange on September 23, 1994.
***Pursuant to General Instruction E of Form S-8, the Filing Fee is paid only with respect to the additional
5,700,000 shares being registered hereby.
</TABLE>
This Registration Statement shall become effective in accordance with
the provisions of Rule 462 of the Securities Act of 1933, as amended.
The approximate date of commencement of proposed sale of these
securities is as soon as practicable after this Registration Statement
becomes effective and pursuant to the terms of The Stanley Works
Savings Plan.
<PAGE>
INCORPORATION OF CONTENTS OF PRIOR
REGISTRATION STATEMENT BY REFERENCE
This Registration Statement relates to a Registration
Statement on Form S-8, File No. 33-41612, covering 1,850,000
shares of the Company's Common Stock to be issued under the
Savings Plan for Salaried Employees of the Stanley Works.
Pursuant to General Instruction E of Form S-8, this Registration
Statement is being filed to register an additional 5,700,000
shares of Common Stock to be sold pursuant to The Stanley Works
401(k) Savings Plan (the "Plan") which resulted from the merger
of the Savings Plan for Hourly Employees of The Stanley Works
into the Savings Plan for Salaried Employees of The Stanley
Works, which resulting Plan became known as The Stanley Works
401(k) Savings Plan. The contents of the prior Registration
Statement on Form S-8, File No. 33-41612, are incorporated herein
by reference.
PART II.
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by The Stanley Works (the
"Company") with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement:
(1) the latest annual report of the Company filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), or the latest
prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933 (the "Securities Act") that
contains audited financial statements for the Company's
latest fiscal year for which such statements have been
filed;
(2) all other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal
year covered by the annual report or prospectus
referred to in (1) above; and
(3) the description of the Company's Common Stock, $2.50
par value per share, contained in a registration
statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose
of updating such description.
In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which<PAGE>
<PAGE>
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the statutes of the State of Connecticut, a
director, officer or employee of a corporation is entitled, under
specified circumstances, to indemnification by the corporation
against reasonable expenses, including attorney's fees, incurred
by him or her in connection with the defense of a civil or
criminal proceeding to which he or she has been made, or
threatened to be made, a party by reason of the fact that he or
she was a director, officer or employee. In certain
circumstances, indemnification is provided against judgments,
fines and amounts paid in settlement. In general,
indemnification is not available where the director, officer or
employee has been adjudged to have breached his or her duty to
the corporation or where he or she did not act in good faith.
Specific court approval is required in some cases. The foregoing
statement is subject to the detailed provisions of
Section 33-320a of the Connecticut General Statutes. In
addition, the Company maintains an insurance policy providing
coverage for certain liabilities of directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS (See Item 9, paragraph 4)
4.1 Restated Certificate of Incorporation (incorporated by
reference to Exhibit (3)(i) to Quarterly Report on Form 10-Q
for quarter ended June 30, 1990).
4.2 By-laws (incorporated by reference to Exhibit (3)(i) to
Current Report on Form 8-K dated September 1, 1993).
<PAGE> 2.
4.3 Indenture defining the rights of holders of 9-1/4% Sinking
Fund Debentures Due 2016, 7-3/8% Notes Due December 15, 2002
and 9% Notes due 1998 (incorporated by reference to Exhibit
(4)(a) to Registration Statement No. 33-4344 filed March 27,
1986).
4.4 First Supplemental Indenture, dated as of June 15, 1992
between the Company and Shawmut Bank Connecticut, National
Association (formerly known as The Connecticut National
Bank) (incorporated by reference to Exhibit (4)(c) to
Registration Statement No. 33-46212 filed July 21, 1992).
(a) Certificate of Designated Officers establishing Terms
of 9-1/4% Sinking Fund Debentures (incorporated by
reference to Exhibit (a)(4)(ii) to Quarterly Report on
Form 10-Q for year ended January 2, 1988).
(b) Certificate of Designated Officers establishing Terms
of 9% Notes (incorporated by reference to Exhibit
(4)(i)(c) to Annual Report on Form 10-K for year ended
January 2, 1988).
(c) Certificate of Designated Officers establishing Terms
of 7-3/8% Notes Due December 15, 2002 (incorporated by
reference to Exhibit (4)(ii) to Current Report on Form
8-K, dated December 7, 1992).
4.5 Rights Agreement, dated February 26, 1986 (incorporated by
reference to Exhibit 1 to the Registrant's Registration
Statement on Form 8-A dated March 18, 1986).
4.6 Rights Agreement Amendment, dated December 16, 1987 to the
Rights Agreement, dated February 26, 1986 (incorporated by
reference to Exhibit 1 to the Registrant's Registration
Statement on Form 8-A, dated December 31, 1987).
4.7 Rights Agreement Amendment No. 2 to the Rights Agreement,
dated July 20, 1990 to the Rights Agreement, dated February
26, 1986 as amended December 16, 1987 (incorporated by
reference to Exhibit (a)(4)(i) to the Quarterly Report on
Form 10-Q for the quarter ended June 30, 1990).
4.8 Rights Agreement Amendment No. 3, dated October 24, 1991 to
the Rights Agreement, dated as of February 26, 1986, as
amended December 16, 1987 and July 20, 1990 (incorporated by
reference to Exhibit (4)(i) to Quarterly Report on Form 10-Q
for quarter ended September 28, 1991).
4.9 Facility Agreement providing for the DFL 100,000,000
borrowing by Stanley-Bostitch, S.A., S.I.C.F.O.-Stanley
S.A., and Societe de Fabrications Bostitch S.A., guaranteed
by The Stanley Works, dated March 22, 1991 (incorporated by
<PAGE> 3.
reference to Exhibit (4)(i) to Quarterly Report on Form 10-Q
for quarter ended June 29, 1991).
4.10 Credit Agreement, effective January 1, 1988, with Shawmut
Bank Connecticut, National Association (formerly known as
The Connecticut National Bank) (incorporated by reference to
Exhibit (4)(v) to Quarterly Report on Form 10-Q for quarter
ended June 29, 1991).
4.11 Credit Agreement, effective June 1, 1991, with Mellon Bank,
N.A. (incorporated by reference to Exhibit (4)(vi) to
Quarterly Report on Form 10-Q for quarter ended June 29,
1991).
4.12 Credit Agreements, dated as of April 1, 1992, with seven
banks (incorporated by reference to Exhibit (4) to Quarterly
Report on Form 10-Q for quarter ended March 28, 1992).
(a) Agreements extending the termination date of the Credit
Agreements to April 1, 1996 (incorporated by reference
to Exhibit (4)(vii)(a) to Annual Report on Form 10-K
for the year ended January 1, 1994).
4.13 Credit Agreement, dated August 25, 1993, between Societe de
Fabrications Bostitch S.A. and Citibank N.A. guaranteed by
The Stanley Works (incorporated by reference to Exhibit
(4)(viii) to Annual Report on Form 10-K for the year ended
January 1, 1994).
4.14 Credit Agreement, dated August 25, 1993, between Stanley-
Bostitch, S.A. and Citibank N.A. guaranteed by The Stanley
Works (incorporated by reference to Exhibit (4)(ix) to
Annual Report on Form 10-K for the year ended January 1,
1994).
4.15 Credit Agreement, dated August 25, 1993, between S.I.C.F.O.
- Stanley S.A. and Citibank N.A. guaranteed by The Stanley
Works (incorporated by reference to Exhibit (4)(x) to Annual
Report on Form 10-K for the year ended January 1, 1994).
5.1 Opinion of Tyler Cooper & Alcorn dated September 28, 1994
with respect to the legality of the Common Stock (and
associated Stock Purchase Rights) being registered hereby is
filed herewith.
23.1 Consent of Independent Auditors dated September 23, 1994 is
filed herewith.
23.2 Consent of Tyler Cooper & Alcorn (incorporated by reference
to Exhibit 5.1 to this Registration Statement).
<PAGE> 4.
24 Manually signed copy of power of attorney authorizing the
signing of the Registration Statement and amendments thereto
on behalf of the Registrant's officers and directors if
filed herewith.
28 The Stanley Works 401(k) Saving Plan.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. (1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as
amended;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, as amended, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
<PAGE> 5.
2. That, for purposes of determining any liability under the
Securities Act of 1933, as amended, each filing of the
registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended (and,
where applicable, each filing of any employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended), that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
4. Pursuant to Item 8 of Form S-8, the undersigned registrant
undertakes that the registrant will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service
(the "IRS") in a timely manner and has made, or will make, all
changes required by the IRS in order to qualify the Plan.
<PAGE> 6.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New
Britain, State of Connecticut, on September 28, 1994.
THE STANLEY WORKS
By: Richard H. Ayers
Name: Richard H. Ayers
Title: Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date indicated.
NAME TITLE DATE
Richard H. Ayers Chairman, September 28, 1994
Richard H. Ayers Chief
Executive Officer
and Director
Richard Huck Vice President, September 28, 1994
Richard Huck Finance and Chief
Financial Officer
<PAGE> 7.
NAME TITLE DATE
* Director September 28, 1994
Stillman B. Brown
* Director September 28, 1994
Edgar R. Fielder
* Director September 28, 1994
James G. Kaiser
* Director September 28, 1994
Eileen S. Kraus
* Director September 28, 1994
Gerald A. Lamb
* Director September 28, 1994
George A. Lorch
* Director September 28, 1994
Walter J. McNerney
* Director September 28, 1994
Gertrude G. Michelson
* Director September 28, 1994
John S. Scott
* Director September 28, 1994
Hugo E. Uyterhoeven
* Director September 28, 1994
Walter W. Williams
<PAGE> 8.
* By:Stephen S. Weddle September 28, 1994
Stephen S. Weddle
(As Attorney-in-Fact)
The Plan. Pursuant to the requirements of the
Securities Act of 1933, the Plan Administrator of The Stanley
Works 401(k) Savings Plan has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New Britain, State of
Connecticut, on September 28, 1994.
THE STANLEY WORKS
(as Plan Administrator)
By:Macy W. Reid
Name: Macy W. Reid
Title: Director of Compensation
& Benefits
<PAGE> 9.
EXHIBIT INDEX
Exhibit No. Page
4.1 Restated Certificate of
Incorporation (incorporated by
reference to Exhibit (3)(i) to
Quarterly Report on Form 10-Q for
quarter ended June 30, 1990).
4.2 By-laws (incorporated by reference
to Exhibit (3)(i) to Current Report
on Form 8-K dated September 1,
1993).
4.3 Indenture defining the rights of
holders of 9-1/4% Sinking Fund
Debentures Due 2016, 7-3/8% Notes
Due December 15, 2002 and 9% Notes
due 1998 (incorporated by reference
to Exhibit (4)(a) to Registration
Statement No. 33-4344 filed March
27, 1986).
4.4 First Supplemental Indenture, dated
as of June 15, 1992 between the
Company and Shawmut Bank
Connecticut, National Association
(formerly known as The Connecticut
National Bank) (incorporated by
reference to Exhibit (4)(c) to
Registration Statement No. 33-46212
filed July 21, 1992).
(a) Certificate of Designated Officers
establishing Terms of 9-1/4%
Sinking Fund Debentures
(incorporated by reference to
Exhibit (a)(4)(ii) to Quarterly
Report on Form 10-Q for year ended
January 2, 1988).
(b) Certificate of Designated Officers
establishing Terms of 9% Notes
(incorporated by reference to
Exhibit (4)(i)(c) to Annual Report
on Form 10-K for year ended January
2, 1988).
<PAGE> i.
Exhibit No. Page
(c) Certificate of Designated Officers
establishing Terms of 7-3/8% Notes
Due December 15, 2002 (incorporated
by reference to Exhibit (4)(ii) to
Current Report on Form 8-K, dated
December 7, 1992).
4.5 Rights Agreement, dated February
26, 1986 (incorporated by reference
to Exhibit 1 to the Registrant's
Registration Statement on Form 8-A
dated March 18, 1986).
4.6 Rights Agreement Amendment, dated
December 16, 1987 to the Rights
Agreement, dated February 26, 1986
(incorporated by reference to
Exhibit 1 to the Registrant's
Registration Statement on Form 8-A,
dated December 31, 1987).
4.7 Rights Agreement Amendment No. 2 to
the Rights Agreement, dated July
20, 1990 to the Rights Agreement,
dated February 26, 1986 as amended
December 16, 1987 (incorporated by
reference to Exhibit (a)(4)(i) to
the Quarterly Report on Form 10-Q
for the quarter ended June 30,
1990).
4.8 Rights Agreement Amendment No. 3,
dated October 24, 1991 to the
Rights Agreement, dated as of
February 26, 1986, as amended
December 16, 1987 and July 20, 1990
(incorporated by reference to
Exhibit (4)(i) to Quarterly Report
on Form 10-Q for quarter ended
September 28, 1991).
4.9 Facility Agreement providing for
the DFL 100,000,000 borrowing by
Stanley-Bostitch, S.A., S.I.C.F.O.-
Stanley S.A., and Societe de
Fabrications Bostitch S.A.,
guaranteed by The Stanley Works,
dated March 22, 1991 (incorporated
by reference to Exhibit (4)(i) to
<PAGE> ii.
Quarterly Report on Form 10-Q for
quarter ended June 29, 1991).
Exhibit No. Page
4.10 Credit Agreement, effective January
1, 1988, with Shawmut Bank
Connecticut, National Association
(formerly known as The Connecticut
National Bank) (incorporated by
reference to Exhibit (4)(v) to
Quarterly Report on Form 10-Q for
quarter ended June 29, 1991).
4.11 Credit Agreement, effective June 1,
1991, with Mellon Bank, N.A.
(incorporated by reference to
Exhibit (4)(vi) to Quarterly Report
on Form 10-Q for quarter ended June
29, 1991).
4.12 Credit Agreements, dated as of
April 1, 1992, with seven banks
(incorporated by reference to
Exhibit (4) to Quarterly Report on
Form 10-Q for quarter ended March
28, 1992).
(a) Agreements extending the
termination date of the Credit
Agreements to April 1, 1996
(incorporated by reference to
Exhibit (4)(vii)(a) to Annual
Report on Form 10-K for the year
ended January 1, 1994).
4.13 Credit Agreement, dated August 25,
1993, between Societe de
Fabrications Bostitch S.A. and
Citibank N.A. guaranteed by The
Stanley Works (incorporated by
reference to Exhibit (4)(viii) to
Annual Report on Form 10-K for the
year ended January 1, 1994).
4.14 Credit Agreement, dated August 25,
1993, between Stanley-Bostitch,
S.A. and Citibank N.A. guaranteed
by The Stanley Works (incorporated
by reference to Exhibit (4)(ix) to
Annual Report on Form 10-K for the
year ended January 1, 1994).
<PAGE> iii.
Exhibit No. Page
4.15 Credit Agreement, dated August 25,
1993, between S.I.C.F.O. - Stanley
S.A. and Citibank N.A. guaranteed
by The Stanley Works (incorporated
by reference to Exhibit (4)(x) to
Annual Report on Form 10-K for the
year ended January 1, 1994).
5.1 Opinion of Tyler Cooper & Alcorn 15
dated September 28, 1994 with
respect to the legality of the
Common Stock (and associated Stock
Purchase Rights) being registered
hereby is filed herewith.
23.1 Consent of Independent Auditors 18
dated September 23, 1994 is filed
herewith.
23.2 Consent of Tyler Cooper & Alcorn
(incorporated by reference to
Exhibit 5.1 to this Registration
Statement).
24 Manually signed copy of power of 20
attorney authorizing the signing of
the Registration Statement and
amendments thereto on behalf of the
Registrant's officers and directors
if filed herewith.
99.1 The Stanley Works 401(k) Saving 23
Plan.
<PAGE>
Exhibit 5.1
<PAGE>
September 28, 1994
The Stanley Works
1000 Stanley Drive
P.O. Box 7000
New Britain, Connecticut 06050
Re: The Stanley Works 401(k) Savings Plan
Ladies and Gentlemen:
This firm has acted as special counsel for The Stanley
Works, a Connecticut corporation ("Stanley"), and in that
capacity, we have examined from time to time such documents,
corporate records and other instruments as we deemed necessary or
appropriate to allow us to render the opinion which follows.
More particularly, we are familiar with (i) the Registration
Statement on Form S-8, which Stanley is filing to register
5,700,000 shares of its Common Stock, $2.50 par value per share,
and an indeterminate amount of interests in The Stanley Works
401(k) Saving Plan (the "Plan") under the Securities Act of 1933,
as amended, and (ii) the Rights Agreement Amendment dated
February 26, 1986, as amended by the Rights Agreement Amendment
dated December 16, 1987, Rights Agreement Amendment No. 2 to the
Rights Agreement dated July 20, 1990, and Rights Agreement
Amendment No. 3, dated October 24, 1991 which provides for the
issuance of one depositary stock purchase right (a "Stock
Purchase Right") attached to each share of Stanley's Common
Stock.
On the basis of our examination, we are of the opinion that,
when issued and sold in accordance with the terms of the Plan,
the shares of original issuance Common Stock to which such
Registration Statement relates, will be legally issued, fully
paid and nonassessable and that the associated Stock Purchase
Rights will then be legally issued.
<PAGE>
The Stanley Works
September 28, 1994
Page 2.
This opinion may be relied upon by Stanley in connection
with the above-referenced transactions but may not be relied upon
in any manner by any other person or entity without our prior
written consent.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement referred to above.
Very truly yours,
TYLER COOPER & ALCORN
By Veronica M. Fallon
Veronica M. Fallon, a Partner
/rmc
<PAGE>
Exhibit 23.1
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to The Stanley Works 401(k)
Savings Plan of our report dated January 31, 1994, with respect
to the consolidated financial statements and schedules of The
Stanley Works and our reports dated March 18, 1994, with respect
to the financial statements and schedules of the Savings Plan for
Salaried Employees of The Stanley Works and the Savings Plan for
Hourly Paid Employees of The Stanley Works incorporated by
reference or included as exhibits in the Annual Report (Form 10-
K) of The Stanley Works for the fiscal year ended January 1,
1994.
ERNST & YOUNG LLP
Hartford, Connecticut
September 23, 1994<PAGE>
<PAGE>
Exhibit 24
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of The Stanley
Works, a Connecticut corporation (the "Corporation"), hereby
severally constitute Stephen S. Weddle and Brenda Bemben our true
and lawful attorneys with full power of substitution, to sign for
us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 of the Corporation filed
herewith, and any and all amendments thereto, and generally to do
all such things in our name and on our behalf in our capacities
as officers and directors to enable the Corporation to comply
with the provisions of the Securities Act of 1933, as amended,
all requirements of the Securities and Exchange Commission, and
all requirements of any other applicable law or regulation,
hereby ratifying and confirming our signatures as they may be
signed by our said attorneys, or either of them, to such
Registration Statement and any and all amendments thereto,
including post-effective amendments.
SIGNATURE TITLE DATE
Chairman, September 28, 1994
Richard H. Ayers Chief
Executive Officer
and Director
Vice President, September 28, 1994
Richard Huck Finance and Chief
Financial Officer
President September 28, 1994
R. Alan Hunter and Chief Operating
Officer
<PAGE>
SIGNATURE TITLE DATE
Stillman B. Brown Director September 28, 1994
Stillman B. Brown
Edgar R. Fiedler Director September 28, 1994
Edgar R. Fiedler
James G. Kaiser Director September 28, 1994
James G. Kaiser
Eileen S. Kraus Director September 22, 1994
Eileen S. Kraus
Gerald A. Lamb Director September 28, 1994
Gerald A. Lamb
George A. Lorch Director September 28, 1994
George A. Lorch
Walter J. McNerney Director September 28, 1994
Walter J. McNerney
Gertrude G. Michelson Director September 28, 1994
Gertrude G. Michelson
John S. Scott Director September 28, 1994
John S. Scott
Hugo E. Uyterhoeven Director September 22, 1994
Hugo E. Uyterhoeven
Walter W. Williams Director September 28, 1994
Walter W. Williams
<PAGE>
Exhibit 99.1
<PAGE>
THE STANLEY WORKS
401(k) SAVINGS PLAN
(1994 Restatement and Merger of the Savings Plan
for Salaried Employees and the Savings Plan for Hourly
Paid Employees of The Stanley Works)
Effective as of January 1, 1989
(Merger provisions effective October 1, 1994)
<PAGE>
THE STANLEY WORKS
401(k) SAVINGS PLAN
INDEX
Page
ARTICLE 1 Name and Effective Date 2
ARTICLE 2 Definitions 3
ARTICLE 3 Employees Eligible to Participate 9
ARTICLE 4 Elective Deferral Contributions and
Employee Contributions 10
ARTICLE 5 Matching Allocations and Company
Contributions 12
ARTICLE 6 Contribution and Allocation Percentage Tests 14
ARTICLE 7 Rollovers and Transfers 22
ARTICLE 8 Investment of Accounts and Voting Rights 25
ARTICLE 9 Allocation of Net Earnings and Losses 26
ARTICLE 10 Participant Withdrawals 27
ARTICLE 11 Loans to Participants 29
ARTICLE 12 Distribution of Account upon Death,
Disability or Retirement 32
ARTICLE 13 Termination of Participation and Vesting 35
ARTICLE 14 Application for Benefits 38
ARTICLE 15 Leave of Absence 41
ARTICLE 16 Rights of Participants 42
ARTICLE 17 Plan Administrator 44
ARTICLE 18 The Trust Fund 46
<PAGE>
ARTICLE 19 Plan for Exclusive Benefit of Participants 51
ARTICLE 20 Miscellaneous Provisions 51
ARTICLE 21 Amendment 52
ARTICLE 22 Termination of Plan 53
ARTICLE 23 Change in Employee Status 53
ARTICLE 24 Top-Heavy Plan Provisions 54
ARTICLE 25 Limitations on Annual Additions 60
ARTICLE 26 Diversification Elections by
Qualified Participants 67
ARTICLE 27 Determination of Highly Compensated, Super
Highly Compensated and Leased Employee Status 70
APPENDIX A
<PAGE>
1994 RESTATEMENT AND MERGER
OF THE
SAVINGS PLAN FOR SALARIED EMPLOYEES
AND THE
SAVINGS PLAN FOR HOURLY PAID EMPLOYEES
OF
THE STANLEY WORKS
By resolution of the Finance and Pension Committee of its
Board of Directors, THE STANLEY WORKS, a Connecticut corporation
with its principal office in New Britain, Connecticut, has
adopted this Amendment restating and merging the Savings Plan for
Salaried Employees of The Stanley Works and the Savings Plan for
Hourly Paid Employees of The Stanley Works, effective as provided
herein.
W I T N E S S E T H:
WHEREAS, the Savings Plan for Salaried Employees of The
Stanley Works and the Savings Plan for Hourly Paid Employees of
The Stanley Works ("Savings Plans") were adopted by the Company
effective as of January 1, 1984; and
WHEREAS, each of the Savings Plans was thereafter amended
and restated in its entirety in the form of a leveraged employee
stock ownership plan designed to invest primarily in common stock
of The Stanley Works; and
WHEREAS, the Company, under the terms of the Savings Plans,
has the right to amend said plans in whole or in part; and
WHEREAS, the Company now desires to amend and restate the
Savings Plans in their entirety effective as of January 1, 1989,
to comply with the Internal Revenue Code of 1986, as amended, and
the Regulations; and
WHEREAS, the Company further desires to merge the Savings
Plans effective as of October 1, 1994 to form a single leveraged
employee stock ownership plan within the meaning of Code Section
4975(e)(7);
NOW, THEREFORE, the Savings Plans shall be amended and
restated as follows:
<PAGE>
A R T I C L E 1.
Name and Effective Date
Section 1 a. The name of the Plan resulting from the
merger of the Savings Plan for Hourly Paid
Employees of The Stanley Works with and into
the Savings Plan for Salaried Employees of
The Stanley Works shall be "The Stanley Works
401(k) Savings Plan."
Section 1 b. The Savings Plan for Hourly Paid Employees
of The Stanley Works and the Savings Plan for
Salaried Employees of The Stanley Works
became effective as of January 1, 1984.
Except as otherwise provided herein, this
restatement of each of said Plans to comply
with the Code shall be effective as of
January 1, 1989, with respect to Participants
who are credited with an Hour of Service on
or after such date.
i. The merger of the Plans shall be effective as
of October 1, 1994.
Section 1 c. The provisions of this Plan shall be as
stated in the following Articles with respect
to those units of Employees designated in
Appendix A hereto.
i. With respect to those units of Employees
designated in a Plan Specification Schedule, the
provisions of this Plan shall be as stated in the
following Articles except as modified in such Plan
Specification Schedule. Subject to subsection
(c), wherever there is a discrepancy between the
Plan and a Plan Specification Schedule, the Plan
Specification Schedule shall govern.
ii. If any Plan Specification Schedule executed
before December 31, 1994, is inconsistent with the
provisions of the Code or ERISA as amended by the
Tax Reform Act of 1986, the Omnibus Budget
Reconciliation Acts of 1986, 1987, 1990 and 1993,
the Technical and Miscellaneous Revenue Act of
1988, the Revenue Reconciliation Act of 1989 and
the Unemployment Compensation Amendments of 1992
(collectively, "TRA `86"), then this Amendment
restating the Plan shall be deemed an amendment to
such Plan Specification Schedule with respect to
<PAGE>
the provisions which are inconsistent with the
provisions of TRA `86.
A R T I C L E 2.
Definitions
When used in this Plan, the following terms have the
meanings set forth below unless a different meaning is plainly
required by the context:
"Act" means the Employee Retirement Income Security Act of
1974, as amended.
"Affiliated Group" means a group of corporations or other
entities of which the Company is a member, determined under
Section 414 of the Code, modified for purposes of Section 415 by
Section 415(h).
"Appendix A" means the schedule attached hereto listing each
unit of Employees participating in the Plan.
"Application for Benefits" means the form provided by the
Plan Administrator which shall be completed by an individual in
order to receive benefits hereunder.
"Beneficiary" means any individual, trust, estate or other
recipient entitled to receive death benefits hereunder, on either
a primary or a contingent basis.
"Benefit Commencement Date" means the date on which all
events have occurred that entitle an individual to receive a
distribution hereunder or, in the case of a benefit payable as an
annuity, the first day of the first period for which an amount is
payable as an annuity.
"Break in Service" means the failure of an Employee to
perform an Hour of Service during the 12-month period commencing
on the date he ceases to have Employment Status.
"Closing Price" means the closing price of a share of
Stanley Stock as determined for the New York Stock Exchange
Composite Transactions and reported in The Wall Street Journal.
"Code" means the Internal Revenue Code of 1986, as amended.
"Company" means The Stanley Works and its wholly-owned U.S.
subsidiaries.
<PAGE>
"Company Contributions" means the contributions to the Trust
Fund made by the Company under Articles 5 and 6.
"Compensation" means:
(a) Subject to paragraphs (b) and (c), the wages,
salary and other amounts received by a Participant from the
Company for services actually rendered in the course of
employment with the Company over the period of his participation
during the applicable Plan Year, to the extent such amounts are
includible in the gross income of the Participant including, but
not limited to, bonuses, overtime payments, commissions, vacation
pay, piece rates, shift premiums and any foreign income earned as
an Employee of the Company. Compensation shall include a
Participant's Elective Deferral Contributions and Employee
Contributions for the Plan Year and amounts contributed by the
Company at the election of the Participant to any other employee
benefit plan under an arrangement described in Section 125 or
401(k) of the Code. The Compensation of a Participant who is a
Super Highly Compensated Employee shall be computed under the
family member aggregation rules described in Section 27.2.
(b) Compensation shall not include reimbursements or
other expense allowances, fringe benefits (whether or not paid in
cash), moving expenses, welfare benefits (other than severance
benefits paid to individuals who separate from service with the
Company before 1994), the cost of group term life insurance
coverage, deferred compensation in the year paid if the
compensation has been deferred beyond the calendar year in which
it would otherwise have been paid, and amounts paid to a
Participant under the Company's long-term stock incentive plan.
Except for severance benefits described in the preceding
sentence, after 1993, Compensation shall not include amounts
paid to a Participant for periods during which he is not
performing services as a common law employee of the Company or,
except for a Participant's final regular payroll check,
Compensation shall not include amounts paid after he ceases to
have Employment Status.
(c) The Compensation of a Participant taken into
account under the Plan shall not exceed $150,000 (or, for Plan
Years after 1988 and before 1994, $200,000), as adjusted under
Section 401(a)(17) of the Code. In the case of a Participant who
commences or ceases participation in the Plan on a date other
than the first or last day of the Plan Year, no proration of the
limitation described in the preceding sentence shall be made.
"Contributory Pension Benefit" means the Participant's
accrued contributory pension benefit under the Retirement Plan
determined as of December 31, 1986.
<PAGE>
"Disabled Participant" means a Participant who has become
permanently and totally incapable of engaging in any occupation
or employment for the Company for physical or mental reasons.
Such disability shall be deemed to exist only when an Application
for Benefits has been filed with the Plan Administrator by or on
behalf of such Participant no later than one year following his
severance from service with the Company and when such disability
is thereafter certified to the Plan Administrator by a licensed
physician selected by the Plan Administrator.
"Elective Deferral Contributions" means the contributions to
the Trust Fund made on behalf of a Participant under Section
4.2(a) which are not includible in the Participant's gross income
for federal income tax purposes.
"Employee" means an individual employed by the Company as a
common law employee who is in a unit of employees listed in
Appendix A and who is not covered by a collective bargaining
agreement with the Company with respect to which agreement
retirement benefits were the subject of good faith negotiation
unless, as a result of such negotiation, the collective
bargaining unit has agreed to have such individuals considered
Employees for purposes of this Plan. A Leased Employee shall not
be considered an Employee.
"Employee Contributions" means the contributions to the
Trust Fund made by a Participant under Section 4.2(b) which are
includible in the Participant's gross income for federal income
tax purposes.
"Employment Commencement Date" means the date on which an
individual first performs an Hour of Service as a common law
employee of the Company.
"Employment Status" means:
(a) the existence of an employment relationship between the
Company and an individual who is performing services for the
Company as a common law employee on a current basis or whose
services for the Company as a common law employee have been
interrupted on a temporary or seasonal basis. Subject to
paragraph (b), an individual's Employment Status shall terminate
on the earlier of:
(i) the date of his severance from service with the
Company by reason of his resignation, discharge,
retirement or death, or
(ii) the first anniversary of the date on which he is
first absent from service with the Company (with or
without pay) for a reason not described in (i), other
than a Leave of Absence.
<PAGE>
(b) If an individual described in the last sentence of
paragraph (a) performs an Hour of Service during the twelve-month
period beginning on the earlier of (i) or (ii) thereof, his
Employment Status shall be deemed not to have been interrupted or
terminated. For purposes of (a)(i), the Employment Status of an
individual who has accrued but unused vacation shall be extended
by the period equal to such unused vacation.
(c) Solely for purposes of determining whether a Break in
Service has been incurred by an Employee who is absent from
service by reason of the pregnancy of such Employee, the birth of
a child of the Employee or the adoption of a child by the
Employee, such individual's Employment Status shall terminate on
the earlier of (i) the date of his severance from service with
the Company by reason of his resignation, discharge, retirement
or death, or (ii) the second anniversary of the date on which he
is first absent from service by reason of such pregnancy, birth
or adoption.
"Entry Date" means the first day of each calendar quarter.
"Exempt Loan" means any loan made to the Trust Fund which
satisfies the requirements of Section 18.3.
"Highly Compensated Employee" means an individual employed
by the Company who is described in Section 27.1.
"Hour of Service" means an hour for which an individual is
paid or entitled to payment for the performance of duties for the
Company or any other member of the Affiliated Group.
"Leased Employee" means an individual performing services
for the Company who is described in Section 27.3.
"Leave of Absence" means an interruption of service
authorized in accordance with Company policy.
"Matching Allocation" means the amount allocated to a
Participant's Savings Account under Section 5.2.
"Net Contributory Pension Benefit" means the excess, if any,
of the present value of the Participant's Contributory Pension
Benefit over the value of his Retirement Account determined as of
December 31, 1986, which has been transferred from the Retirement
Plan to the Trustee and credited to the Participant's Savings
Account.
"Normal Retirement Date" means the first day of the month
coinciding with or next following a Participant's 65th birthday.
"Officer" means a Participant who is a director, officer or
the beneficial owner of more than 10% of any class of any equity
<PAGE>
security of The Stanley Works which is registered pursuant to the
Securities Exchange Act of 1934.
"Participant" means an Employee who has satisfied the
eligibility requirements of Article 3, or an Employee for whom
the Trustee is holding amounts transferred to this Plan on the
Employee's behalf from another qualified retirement plan, and
unless specifically provided otherwise, the term shall not refer
to an individual after he ceases to have Employment Status.
"Plan" means:
(a) Before October 1, 1994, the Savings Plan for Salaried
Employees of The Stanley Works or the Savings Plan for Hourly
Paid Employees of The Stanley Works and, unless the context shall
require otherwise, it shall refer to the particular Savings Plan
in which the individual then participated, as such plan shall
have been amended from time to time; and
(b) After September 30, 1994, The Stanley Works 401(k)
Savings Plan, as hereafter amended.
"Plan Administrator" means The Stanley Works. The Plan
Administrator shall be a named fiduciary with respect to this
Plan.
"Plan Specification Schedule" means one of the schedules
adopted by the Plan Administrator as provided in Section 17.12.
"Plan Year" means the calendar year.
"Regulation" means any rule or regulation promulgated under
the Code.
"Retired Participant" means a Participant who ceases to have
Employment Status on or after his Normal Retirement Date or his
early retirement date under Section 12.1.
"Retirement Account" means the bookkeeping record of the
funds transferred from the Retirement Plan on behalf of an
Employee and the Elective Deferral Contributions, Matching
Allocations and Company Contributions, if any, allocated to such
account on behalf of a Participant before 1987, the value of
which was credited to the Participant's Savings Account as of
January 1, 1987.
"Retirement Plan" means The Stanley Works Retirement Plan
(formerly the Retirement Plan for Salaried Employees of The
Stanley Works) including any amendments thereto.
"Savings Account" means the bookkeeping record of all
Elective Deferral Contributions, Matching Allocations and Company
<PAGE>
Contributions, if any, made on behalf of a Participant, and/or
any amounts contributed or rolled over in accordance with Code
Section 402(c) or 408(d)(3) or received by the Trustee in a
direct transfer from another qualified trust, adjusted for the
net earnings or losses thereon, and shall include subaccounts
reflecting the amounts attributable to each value described in
paragraphs (i)(A) through (D) and (ii) of Section 13.2(a).
"Stanley Stock" means The Stanley Works common stock.
"Super Highly Compensated Employee" means a Highly
Compensated Employee who, during the current or preceding Plan
Year, owns more than a 5% interest in the Company or any other
member of the Affiliated Group, determined in accordance with the
ownership rules set forth in Section 27.1(c), or who is one of
the ten highest paid
Highly Compensated Employees.
"Suspense Account" means the bookkeeping record of Stanley
Stock purchased with the proceeds of an Exempt Loan which has not
been allocated to Participants' Savings Accounts.
"Terminated Participant" means a Participant whose
Employment Status has terminated for reasons other than death,
disability or retirement.
"Trust Agreement" means the agreement entered into between
the Company and the Trustee.
"Trustee" means the corporation or individual selected by
the Company to serve as Trustee under the Trust Agreement.
"Trust Fund" means all the assets held under the Trust
Agreement.
"Valuation Date" means the last business day of each
calendar month. For purposes of making a loan, withdrawal or
distribution under the Plan before 1995, the value of the shares
of Stanley Stock allocated to an individual's Savings Account as
of the Valuation Date shall be determined based on the Closing
Price on the regular business day of the Company coinciding with
or next following the date on which the individual's completed
Application for Benefits is received by the Plan Administrator
or, in the case of a distribution on account of severance from
service, the individual's final regular payroll date, if later.
For purposes of the preceding sentence, after 1994, the value of
the shares allocated to an individual's Savings Account as of the
Valuation Date shall be determined based on the average of the
Closing Price on each of the preceding trading days in such
calendar month.
<PAGE>
"Vesting Year" means (subject to the modifications in
Sections 13.3(a) and 15.2(b)) each full 12-month period that
elapses from an Employee's Employment Commencement Date to the
date he ceases to have Employment Status.
When used in this Plan, the singular form of any word shall
include the plural and the masculine gender shall include the
feminine wherever necessary for the proper interpretation of this
Plan.
Any reference in this Plan to an "Article", "Section",
"section", "subsection", "paragraph" or "subparagraph" shall be
construed as a reference to a provision of this Plan unless
indicated otherwise.
A R T I C L E 3.
Employees Eligible to Participate
Section 3 a. Every Employee of the Company shall
become a Participant on the first Entry Date
on which he shall have been employed by the
Company as an Employee for at least six
months. Before October 1, 1994, an Employee
shall become a Participant in accordance with
the eligibility provisions then in effect
under the Plan applicable to his
classification of employees.
i. For purposes of this Section 3.1, the period
of Employment Status from an individual's
Employment Commencement Date to the Entry Date
shall be used to determine his months of
employment as an Employee.
ii. The Plan Administrator shall notify every
Employee of his eligibility to participate. Each
such eligible Employee shall be given the
opportunity to file an election form under the
procedures and within the time limits established
by the Plan Administrator on which he authorizes
the Company to make Elective Deferral
Contributions and/or Employee Contributions on his
behalf as provided in Section 4.2 commencing with
the Entry Date on which he becomes a Participant
or any Entry Date thereafter.
Section 3 b. A Participant who incurs a Break in
Service shall again become a Participant on
<PAGE>
the date on which he subsequently becomes an
Employee.
i. If an Employee had not satisfied the service
requirement of Section 3.1 before incurring a
Break in Service which began before 1985 or before
incurring five consecutive one-year Breaks in
Service the first of which began after 1984, his
subsequent eligibility hereunder shall be
determined in accordance with the provisions of
Section 3.1, but without regard to any period of
Employment Status before the Break in Service.
Section 3 c. For purposes of this Article, a Leave of
Absence under Article 15 shall be treated as
a period of Employment Status.
Section 3 d. Employment by a foreign subsidiary of
The Stanley Works shall be treated as
employment by the Company, provided that the
Company has entered into an agreement to
provide Social Security coverage for the
United States citizens employed by such
subsidiary. If such agreement is terminated,
the individuals covered by the agreement
shall no longer be deemed to be Employees of
the Company.
Section 3 e. For purposes of satisfying the service
requirement in Section 3.1, an Employee shall
receive credit for:
i. any employment with The Stanley Works and any
other member of the Affiliated Group during the
period it is a member of the Affiliated Group;
ii. except as otherwise provided in a Plan
Specification Schedule, the period of employment
with a predecessor employer preceding the
Company's acquisition of the business conducted by
such employer, whether through the purchase by the
Company of all of the outstanding stock of such
employer or of all or substantially all of the
assets used by such employer in a trade or
business; and
iii. any period during which he performed services
as a Leased Employee or during which he would have
been a Leased Employee but for his failure to
satisfy the requirements of Section 27.3(a)(ii).
<PAGE>
A R T I C L E 4.
Elective Deferral Contributions and Employee Contributions
Section 4 a. The Elective Deferral Contributions and
Employee Contributions provided for in this
Article shall be subject to the provisions of
Articles 6 and 25.
Section 4 b. Subject to subsection (c), each Employee
who is eligible to become a Participant under
the terms of Section 3.1 may elect to have
Elective Deferral Contributions deducted from
his Compensation in such amount as he may
determine, specified in increments of 1%.
i. Subject to subsection (c), each Employee who
is eligible to become a Participant under the
terms of Section 3.1 and who is not a Highly
Compensated Employee may elect to have Employee
Contributions deducted from his Compensation in
such amount as he may determine, specified in
increments of 1%.
ii. The total of a Participant's Elective
Deferral Contributions and Employee Contributions
for a Plan Year shall not exceed 12% of his
Compensation; provided, however, that prior to the
beginning of a Plan Year the Plan Administrator
may, in order to ensure that the requirements of
Section 6.3 will be satisfied for such Plan Year,
limit the Elective Deferral Contributions of the
group of Participants who are Highly Compensated
Employees to a lesser percentage of Compensation
and shall communicate such percentage to such
group of Participants.
iii. All Elective Deferral Contributions and
Employee Contributions described in this Section
4.2 shall be made by means of payroll deductions
and shall be paid monthly to the Trustee, unless
the Plan Administrator authorizes more frequent
deductions for a Participant in order to conform
with his customary pay period. All Elective
Deferral Contributions and Employee Contributions
shall be credited promptly to the Participant's
Savings Account.
Section 4 c. A Participant may at any time, upon
written direction to the Plan Administrator,
suspend all of the Elective Deferral
<PAGE>
Contributions and Employee Contributions
being credited to his Savings Account. A
Participant electing to suspend contributions
shall have the right to resume contributions
as of the first day of any calendar quarter.
A Participant may, by written direction to
the Plan Administrator, change the percentage
of his Elective Deferral Contributions and/or
Employee Contributions, in increments of 1%,
as of the beginning of any calendar quarter.
Section 4 d. The aggregate amount of a Participant's
Elective Deferral Contributions for a
calendar year after 1986 and any other
elective deferrals within the meaning of Code
Section 402(g)(3) made on his behalf for such
year shall not exceed $7,000, as adjusted
under Section 402(g)(5) of the Code. For
purposes of this section, the term "excess
elective deferrals" means elective deferrals
in excess of the limitation set forth in the
preceding sentence.
i. If the limitation set forth in subsection (a)
is exceeded for any calendar year by reason of a
Participant's Elective Deferral Contributions
hereunder and elective deferrals made under any
other plan maintained by a member of the
Affiliated Group, the Company shall notify the
Plan Administrator of the amount of such
Participant's excess elective deferrals
attributable to this Plan. Such amount shall be
distributed to the Participant on or before
April 15th of the calendar year following the
calendar year in which such elective deferrals
were made. The amount so distributed shall
include earnings or losses on the excess elective
deferrals attributable to this Plan, computed
under subsection (g).
ii. If a Participant's Elective Deferral
Contributions and elective deferrals made under a
plan maintained by an employer other than a member
of the Affiliated Group exceed the amount
described in subsection (a), the Participant may
notify the Plan Administrator of the amount of the
excess elective deferrals made under this Plan and
each other plan maintained by a member of the
Affiliated Group. Any notification under this
subsection must be made no later than March 1st of
the calendar year following the calendar year in
which such excess elective deferrals were made.
<PAGE>
Upon receipt of such notification, the Plan
Administrator shall direct the Trustee to
distribute to such Participant the portion of such
excess elective deferrals attributable to this
Plan no later than the April 15th next following
receipt of such notification. The amount so
distributed shall include earnings or losses on
the excess elective deferrals attributable to this
Plan, computed under subsection (g).
iii. For purposes of calculating a Participant's
excess elective deferrals, Elective Deferral
Contributions previously distributed under Article
6 with respect to the Participant for the calendar
year in which such contributions were made shall
not be taken into account. In no event shall the
amount of excess elective deferrals distributed
under this section with respect to a calendar year
exceed the amount of Elective Deferral
Contributions made to the Plan in such year.
iv. Excess elective deferrals may be distributed
during the calendar year in which such
contributions were made or during the following
calendar year, but in no event later than
April 15th of such following calendar year. If a
distribution is to be made in the calendar year in
which the excess elective deferrals were made:
(1) the Participant and the Plan must
designate the distribution as a distribution
of excess elective deferrals, and
(2) the distribution must be made after
the date on which the Plan received the
excess elective deferrals.
v. The earnings or losses to be distributed
under subsection (b) or (c) shall be determined by
the Plan Administrator in accordance with Section
9.2 for the calendar year in which the excess
elective deferrals were made and for the period
between the end of such calendar year and the date
on which such contributions are distributed.
A R T I C L E 5.
Matching Allocations and Company Contributions
<PAGE>
Section 5 a. Matching Allocations and Company
Contributions provided for in Sections 5.2
and 5.3 shall be subject to the provisions of
Articles 6 and 25. The Company Contributions
provided for in Section 5.4 and 5.6 shall be
subject to the provisions of Article 25.
Section 5 b. There shall be monthly Matching Alloca-
tions on behalf of a Participant equal to 50%
of the Participant's Elective Deferral
Contributions for the month credited to his
Savings Account not to exceed a Matching
Allocation on such Elective Deferral
Contributions of 3-1/2% of the Participant's
monthly Compensation. Such allocations shall
be credited to the Participant's Savings
Account.
i. Matching Allocations shall be made from the
following sources, in the order listed, until the
matching obligation is satisfied:
(1) Terminated Participants' nonvested
account balances forfeited under Section
13.4;
(2) the amount by which the value of
the Stanley Stock allocated from the
Suspense Account to the Participant's
Savings Account for the month exceeds
the value of the Stanley Stock required
to be allocated to his Savings Account
under Section 18.5(a);
(3) dividends received by the Trustee
with respect to Stanley Stock held in
the Suspense Account to the extent not
applied to pay principal and interest
under an Exempt Loan; and
(4) Company Contributions if necessary.
Section 5 c. The Company shall make the allocations
or contributions, if any, provided for in
Section 18.5 for each Plan Year.
Contributions made under Section 18.5(b)
shall be used to purchase Stanley Stock which
shall be credited to a Participant's Savings
Account in the proportion that the sum of the
Elective Deferral Contributions, Employee
Contributions and Matching Allocations for
such Participant bears to the sum of such
<PAGE>
contributions and allocations for all
Participants.
Section 5 d. The Company shall also make any
contribution required by Section 18.6. Stock
released from the Suspense Account with
respect to Company Contributions made under
Section 18.6 shall be applied first to
restore Participants' nonvested account
balances as provided in Section 5.5. Any
remaining stock shall be allocated to
Participants' Savings Accounts
proportionately in accordance with the ratios
which the Compensation of each Participant
for the Plan Year bears to the aggregate
Compensation of all Participants for the Plan
Year.
Section 5 e. If a Participant described in Section
13.4(b) returns to Employment Status and is
entitled to have his nonvested Savings
Account balance reinstated, the Company shall
contribute on behalf of the Participant the
amount necessary to restore such nonvested
account balance. Such amount shall be
contributed as soon as possible following the
date the Participant returns to Employment
Status.
Section 5 f. Subject to the applicable requirements
of the Code and to the provisions of any Plan
Specification Schedule, the Company shall
make for any Plan Year such contribution, if
any, as the Company may direct by resolution
of the Finance and Pension Committee of its
Board of Directors adopted on or before the
last day of such Plan Year. Any such
contribution shall be in the amount
determined by the Finance and Pension
Committee and, subject to Section 27.2(b),
shall be allocated in accordance with the
provisions of the Plan Specification Schedule
covering the Participants eligible to receive
such allocation.
Section 5 g. Contributions under this Article 5 may
be made in cash or Stanley Stock.
<PAGE>
A R T I C L E 6.
Contribution and Allocation Percentage Tests
Section 6 a. For purposes of this Article, the
following terms shall have the meanings set
forth below:
i. "Actual contribution ratio" means a fraction,
the numerator of which is a Participant's Employee
Contributions under Section 4.2(b) and Matching
Allocations made on his behalf under Section 5.2,
and the denominator of which is the Participant's
compensation for the Plan Year. To the extent
taken into account to satisfy the tests set forth
in Section 6.2, elective contributions meeting the
requirements of Section 6.5(b) shall be included
in the numerator of such fraction. Matching
Allocations that are forfeited under Section
4.1(b) or 6.7(a) shall not be included in the
numerator of such fraction. An actual
contribution ratio shall be determined separately
for each Participant for each Plan Year. Such
ratio shall be expressed as a percentage and shall
be calculated to the nearest one-hundredth of a
percent.
(1) In addition to amounts described in
paragraph (i), the actual contribution
ratio of a Highly Compensated Employee
shall include employee contributions and
employer matching contributions made by
or on behalf of such individual under
all qualified retirement plans of the
Affiliated Group (to the extent such
contributions have not been corrected in
accordance with Section 1.401(m)-1(e) of
the Regulations). If this Plan and one
or more other qualified plans are
treated as a single plan for purposes of
satisfying Section 410(b) of the Code,
amounts described in paragraph (i) shall
be aggregated with employee
contributions and employer matching
contributions under all such other plans
to determine an actual contribution
ratio for each participant in this Plan
and each such other plan, and such
actual contribution ratios shall be used
to determine the actual contribution
percentages for this Plan.
<PAGE>
(2) For purposes of calculating the
actual contribution ratio of a Super
Highly Compensated Employee, the
contributions and compensation of such
Super Highly Compensated Employee shall
be aggregated with the contributions and
compensation of all family members of
the Super Highly Compensated Employee.
In applying the tests set forth in
Section 6.2, the group consisting of the
Super Highly Compensated Employee and
all such family members shall be treated
as one Highly Compensated Employee, and
the compensation of, and contributions
made by or on behalf of, a family member
shall be disregarded.
ii. "Actual contribution percentage" means the
average of all actual contribution ratios
determined separately for all Participants in the
group of Highly Compensated Employees and in the
group consisting of all other Participants,
including in the case of each such group
participants in other plans who are required to be
taken into account by reason of the last sentence
of subsection (a)(ii). For purposes of
calculating actual contribution percentages under
this subsection, the term "Participant" or
"participant" shall include an individual who is
an eligible employee under any plan taken into
account in such calculation.
iii. "Actual deferral ratio" means a fraction, the
numerator of which is a Participant's Elective
Deferral Contributions and the denominator of
which is the Participant's compensation for the
Plan Year. To the extent they are treated as
employer matching contributions and taken into
account to satisfy the tests set forth in Section
6.2, Elective Deferral Contributions shall not be
included in the numerator of such fraction. An
actual deferral ratio shall be determined
separately for each Participant for each Plan
Year. Such ratio shall be expressed as a
percentage and shall be calculated to the nearest
one-hundredth of a percent.
(1) In addition to amounts described in
paragraph (i), the actual deferral ratio
of a Highly Compensated Employee shall
include elective contributions made on
behalf of such individual under all
<PAGE>
qualified retirement plans maintained by
a member of the Affiliated Group (to the
extent such contributions have not been
corrected in accordance with Section
1.401(k)-1(f) of the Regulations). If
this Plan and one or more other
qualified plans are treated as a single
plan for purposes of satisfying Section
410(b) of the Code, Elective Deferral
Contributions and elective contributions
under all such other plans shall be
aggregated to determine an actual
deferral ratio for each participant in
this Plan and each such other plan, and
such actual deferral ratios shall be
used to determine the actual deferral
percentages for this Plan.
(2) In the case of a Highly Compensated
Employee, Elective Deferral
Contributions in excess of the
limitation set forth in Section 4.3(a)
shall be included in the numerator of
the fraction described in paragraph (i),
whether or not distributed under Section
4.3. In the case of a Participant other
than a Highly Compensated Employee,
contributions in excess of such
limitation shall not be included in such
numerator to the extent made under a
plan or plans maintained by a member of
the Affiliated Group.
(3) For purposes of calculating the
actual deferral ratio of a Super Highly
Compensated Employee, the contributions
and compensation of such Super Highly
Compensated Employee shall be aggregated
with the contributions and compensation
of all family members of the Super
Highly Compensated Employee. In
applying the tests set forth in Section
6.3, the group consisting of the Super
Highly Compensated Employee and all such
family members shall be treated as one
Highly Compensated Employee, and the
compensation of, and contributions made
by or on behalf of, a family member
shall be disregarded.
iv. "Actual deferral percentage" means the
average of all actual deferral ratios determined
<PAGE>
separately for all Participants in the group of
Highly Compensated Employees and in the group
consisting of all other Participants, including in
the case of each such group participants in other
plans who are required to be taken into account by
reason of the last sentence of subsection (c)(ii).
For purposes of calculating actual deferral
percentages under this subsection, the term
"Participant" or "participant" shall include an
individual who is an eligible employee under any
plan taken into account in such calculation.
v. "Compensation" means, for purposes of
determining a Participant's actual contribution
ratio or actual deferral ratio, the Participant's
Compensation within the meaning of the definition
set forth in Article II. In the case of an
eligible Employee who is not a Participant, such
definition shall be applied by substituting "an
eligible Employee" for "a Participant" wherever
the latter appears.
vi. "Elective contributions" means Elective
Deferral Contributions made under Article IV
(other than Elective Deferral Contributions
distributed under Section 25.5(a)) and any other
contributions made by a member of the Affiliated
Group as a result of a Participant's election
pursuant to an arrangement under which the
Participant may elect to have the employer
contribute an amount to a qualified retirement
plan or to receive an amount in cash or in the
form of some other taxable benefit.
vii. "Eligible employee" means an employee who is
eligible to make employee contributions or to
receive an allocation of employer matching
contributions or to have elective contributions
made on his or her behalf under any qualified
retirement plan maintained by a member of the
Affiliated Group, including an employee who is
suspended from participation in, or ineligible by
reason of Code Section 415 to receive additional
annual additions under, any such plan.
viii. "Employee contributions" means Employee
Contributions made by a Participant under
Section 4.2(a) and any contributions under a
qualified retirement plan maintained by a
member of the Affiliated Group that are
designated or treated at the time of deferral
or contribution as after-tax employee
<PAGE>
contributions and are accounted for
separately.
ix. "Employer matching contributions" means
Matching Allocations made on behalf of a
Participant under Section 5.2 and any employer
contributions made under a qualified retirement
plan maintained by a member of the Affiliated
Group on account of an employee contribution or
elective contribution made under such plan, and
any forfeiture allocated on the basis of employee
contributions, employer matching contributions or
elective contributions, except for employer
contributions under any such plan that are treated
as elective contributions for purposes of Code
Section 401(k)(3).
x. "Excess contribution" means the amount of
contributions made during a Plan Year by or on
behalf of a Highly Compensated Employee in excess
of the amount of contributions permitted with
respect to such individual taking into account any
reduction in the actual contribution ratio or the
actual deferral ratio required by Section 6.6(b)
or 6.4(d).
xi. "Family member" means a spouse, lineal
ascendant or descendant, or spouse of a lineal
ascendant or descendant. Status as a family
member shall be determined by reference to the
current or preceding Plan Year.
xii. "Relevant actual contribution percentage"
means the actual contribution percentage of the
group of Participants who are not Highly
Compensated Employees.
xiii. "Relevant actual deferral percentage"
means the actual deferral percentage of the
group of Participants who are not Highly
Compensated Employees.
Section 6 b. The actual contribution percentages
described in Section 6.1(b) must satisfy one
of the following tests for each Plan Year:
i. The actual contribution percentage of Highly
Compensated Employees does not exceed the actual
contribution percentage of all other Participants
multiplied by 1.25, or
<PAGE>
ii. The actual contribution percentage of Highly
Compensated Employees does not exceed twice the
actual contribution percentage of all other
Participants and the actual contribution
percentage of Highly Compensated Employees is not
more than 2 percentage points higher than the
actual contribution percentage of all other
Participants.
Section 6 c. The actual deferral percentages
described in Section 6.1(d) must satisfy one
of the following tests for each Plan Year:
i. The actual deferral percentage of Highly
Compensated Employees does not exceed the actual
deferral percentage of all other Participants
multiplied by 1.25, or
ii. The actual deferral percentage of Highly
Compensated Employees does not exceed twice the
actual deferral percentage of all other
Participants and the actual deferral percentage of
Highly Compensated Employees is not more than 2
percentage points higher than the actual deferral
percentage of all other Participants.
Section 6 d. This section applies if the Plan
satisfies the tests of Sections 6.2 and 6.3
for a particular Plan Year only by satisfying
the tests set forth in Sections 6.2(b) and
6.3(b) respectively.
i. If this Section 6.4 applies, the sum of the
actual deferral percentage and the actual
contribution percentage of the Highly Compensated
Employees, determined in accordance with
subsection (c), must not exceed the greater of:
(1) the sum of:
(a) 125% of the greater of the relevant
actual deferral percentage or the
relevant actual contribution percentage,
and
(b) the lesser of such percentages
increased by two percentage points, but
in no event more than twice the lesser
of such percentages; or
(2) the sum of:
<PAGE>
(a) 125% of the lesser of the relevant
actual deferral percentage or the
relevant actual contribution percentage,
and
(b) the greater of such percentages
increased by two percentage points, but
in no event more than twice the greater
of such percentages.
ii. For purposes of subsection (b), the actual
deferral percentage and the actual contribution
percentage of the Highly Compensated Employees
shall be determined after any corrective
distribution has been made under Section 6.7 and
after any contributions meeting the requirements
of Section 6.5 have been taken into account.
iii. If the requirements of subsection (b) are not
satisfied, the Plan Administrator shall, in
accordance with Section 6.6(b), reduce the actual
contribution percentage of the Highly Compensated
Employees who are eligible to receive or make both
elective contributions and employee contributions
or employer matching contributions until such
requirements are satisfied, and shall dispose of
the excess contributions resulting from such
reduction in accordance with Section 6.7.
Section 6 e. For purposes of satisfying the tests of
Section 6.2, elective contributions may be
treated as employer matching contributions,
subject to the following rules:
(1) Elective contributions,
including those treated as employer
matching contributions under this
subsection, must satisfy the tests
of Section 6.3.
(2) Elective contributions may be
treated as employer matching
contributions under this subsection for
a Plan Year only if they are allocated
as of a date within such Plan Year, are
paid to the applicable trust no later
than 12 months after the end of such
Plan Year and relate to compensation
that, but for an election to defer,
would have been received no later than
2-1/2 months after the end of such Plan
Year.
<PAGE>
(3) Elective contributions made to
another plan may be treated as employer
matching contributions under this
subsection only if such other plan and
this Plan could be treated as a single
plan for purposes of Code Section
410(b).
i. The Plan Administrator shall maintain records
identifying the contributions used to satisfy the
tests of Sections 6.2 and 6.3.
Section 6 f. The Plan Administrator shall determine
the actual deferral percentages and the
actual contribution percentages for each Plan
Year. In determining such percentages,
contributions meeting the requirements of
Section 6.5 shall be taken into account as
provided therein. The Plan Administrator
shall first determine the actual deferral
percentages for the Plan Year, and, if
required, reduce such percentages under
subsection (b) to comply with Section 6.3.
The Plan Administrator shall then determine
the actual contribution percentages, and, if
required, reduce such percentages under
subsection (b) to comply with Section 6.2.
The Plan Administrator shall then determine
whether Section 6.4 applies, and, if so,
shall take such action as may be necessary to
satisfy its requirements in the manner set
forth in such section. Excess contributions
created by the reductions required by
subsection (b) or allocated to a Participant
under subsection (c), together with the
earnings or losses thereon computed under
subsection (d), shall be disposed of in the
manner set forth in Section 6.7.
i. If the actual contribution percentage or the
actual deferral percentage of the Highly
Compensated Employees exceeds the limits set forth
in Section 6.2 or 6.3 respectively, the Plan
Administrator shall reduce such actual
contribution percentage or such actual deferral
percentage, as the case may be, to the extent
necessary to comply with Section 6.2 or 6.3. Such
reduction shall be effected by reducing the actual
contribution ratio or the actual deferral ratio,
as the case may be, of each Highly Compensated
Employee, beginning with the highest such ratio
and continuing in descending order, until the
<PAGE>
actual contribution percentage or the actual
deferral percentage complies with Section 6.2 or
6.3. The amount of such reduction with respect to
any Highly Compensated Employee shall be the
lesser of the amount required to cause the
applicable percentage to satisfy Section 6.2 or
6.3, or the amount required to cause the actual
contribution ratio or the actual deferral ratio of
such Highly Compensated Employee to equal the
actual contribution ratio or the actual deferral
ratio of the Highly Compensated Employee with the
next highest such ratio. If two or more Highly
Compensated Employees have identical ratios,
whether before or as a result of the reductions
required by this subsection, the ratio of each
such Highly Compensated Employee shall be reduced
equally.
ii. Any excess contribution attributable to the
group consisting of a Super Highly Compensated
Employee and family members shall be allocated to
each individual in such group in proportion to the
contributions made to the Plan by or on behalf of
such individual.
iii. Earnings or losses attributable to an excess
contribution shall be the amount determined under
paragraph (ii) or (iii), as appropriate.
(1) With respect to an excess
contribution attributable to
contributions in excess of the limits of
Section 6.3, the Plan Administrator
shall determine the earnings or losses
for the Plan Year in which such
contribution was made, and for the
period between the end of such Plan Year
and the date on which such contribution
is distributed, in accordance with
Section 9.2.
(2) With respect to an excess
contribution attributable to
contributions in excess of the limits of
Section 6.2, the Plan Administrator
shall determine the earnings or losses
for the Plan Year in which such
contribution was made, and for the
period between the end of such Plan Year
and the date on which such contribution
is distributed, in accordance with
Section 9.2.
<PAGE>
Section 6 g. An excess contribution determined under
Section 6.6(b) shall be distributed to the
Participant by or on whose behalf such
contribution was made, or to the Participant
to whom such excess contribution has been
allocated under Section 6.6(c), after the end
of the Plan Year in which such excess
contribution was made but no later than the
end of the Plan Year following such Plan
Year. The amount so distributed shall
include earnings or losses on such excess
contribution, computed under Section 6.6(d).
(1) The amount of an excess
contribution attributable to Elective
Deferral Contributions to be distributed
under this subsection for a Plan Year
with respect to any Participant shall be
reduced by any excess elective
contributions previously distributed to
such Participant under Section 6.4 for
the calendar year ending with or within
such Plan Year.
(2) Excess contributions attributable
to employee contributions or employer
matching contributions shall be
distributed in the following order:
(a) from Employee Contributions; and
(b) from vested employer matching
contributions.
(3) If vested employer matching
contributions are distributed under this
subsection and there are nonvested
employer matching contributions that
were made for the same Plan Year, there
shall be forfeited a portion of such
nonvested employer matching
contributions. The amount of employer
matching contributions to be forfeited
and the amount to be distributed shall
be in the same proportion as the
Participant's vested and nonvested
interests in all employer matching
contributions. There shall be forfeited
with employer matching contributions
forfeited under this subsection the
earnings or losses allocable thereto,
computed under Section 6.6(d).
<PAGE>
i. In the case of a Participant whose actual
contribution ratio or actual deferral ratio has
been determined by taking into account
contributions made to another qualified retirement
plan, the amount to be distributed under
subsection (a) by this Plan for any Plan Year
shall be coordinated with such other plans, but
shall not exceed the amount of contributions made
by or on behalf of such Participant to this Plan
for such Plan Year.
ii. If the Trustee fails to distribute an excess
contribution within 2-1/2 months after the end of
the Plan Year in which such excess contribution
was made, the Company may be subject to a 10%
excise tax with respect to such excess
contribution.
A R T I C L E 7.
Rollovers and Transfers
Section 7 a. Under such rules and procedures as the
Plan Administrator may establish, and subject
to subsection (b), any Employee may
contribute the following amounts to this
Plan:
(1) All or a portion of the money or
property distributed before 1993 from another
qualified plan in a lump sum distribution
(within the meaning of Code Section
402(e)(4)(A) as then in effect, determined
without reference to subparagraphs (B) and
(H) of Section 402(e)(4)), which has become
payable to a participant in such plan (A)
after attaining age 59-1/2; (B) as a result
of his severance from service as a common-law
employee of the employer maintaining such
plan; or (C) after becoming disabled,
provided the individual was self-employed
with respect to such employer;
(2) All or a portion of the money or
property distributed before 1993 from
another qualified plan on account of the
termination of such plan, or in the case
of a profit sharing or stock bonus plan,
a complete discontinuance of
contributions under such plan;
<PAGE>
(3) All or a portion of the money or
property distributed after 1992 in an
eligible rollover distribution, as
defined in Section 7.5(d);
(4) All or a portion of the money or
property received as a total
distribution from an individual
retirement account or an individual
retirement annuity which contains only
amounts described in paragraph (i) or
(ii); and
(5) All or a portion of the money or
property received as a distribution from an
individual retirement account or annuity
which contains only amounts described in
paragraph (iii).
i. For purposes of subsection (a)(i) and (ii),
money or property contributed to this Plan must be
derived from a plan distribution which constitutes
payment within one taxable year of the recipient's
entire balance under the plan. Contributions made
under subsection (a) may not include amounts
contributed on an after-tax basis by the employee
to the plan from which the distribution was
received, or amounts received from a qualified
retirement plan in a distribution attributable to
the death of the employee's spouse. The amount of
any contribution under subsection (a) which
includes proceeds from the sale of property
received in a plan distribution may not be greater
than the fair market value of the property at the
time of sale. Contributions made under subsection
(a) must be received by the Trustee on or before
the 60th day after the day on which the individual
received the distribution.
Section 7 b. Under such rules and procedures as the
Plan Administrator may establish, any
individual employed by the Company may make a
direct rollover, as defined in Section
7.5(a)(ii), to this Plan of an eligible
rollover distribution, as defined in Section
7.5(d), made after 1992.
Section 7 c. Before accepting any rollover
contribution or direct rollover, the Plan
Administrator shall determine to its
satisfaction that such contribution or
rollover does not contain amounts from
<PAGE>
sources other than those permitted by Section
7.1 or 7.2.
Section 7 d. In the case of a distribution or
withdrawal made under this Plan after 1992,
notwithstanding any other provision of the
Plan, a distributee may elect, in accordance
with procedures established by the Plan
Administrator, that all or a portion of an
eligible rollover distribution to be made to
the distributee shall instead be distributed
in a direct rollover. If a portion but not
all of an eligible rollover distribution is
to be distributed in a direct rollover, such
portion may not be less than $500. In the
case of an eligible rollover distribution not
exceeding $500, any direct rollover must
consist of the entire amount of the eligible
rollover distribution.
Section 7 e. For purposes of this Article, the
following terms have the meanings set forth
below:
i. "Direct rollover" means (i) in the case of an
eligible rollover distribution under the Plan, a
payment to a single eligible retirement plan
specified by a distributee, and (ii) in the case
of an eligible rollover distribution under another
qualified plan, a payment made by such plan to the
Trustee.
ii. "Distributee" means an employee or former
employee; the surviving spouse of an employee or
former employee; and the spouse or former spouse
of an employee or former employee who is the
alternate payee under a qualified domestic
relations order as defined in Section 414(p) of
the Code.
iii. "Eligible retirement plan" means an
individual retirement account or annuity described
in Section 408 of the Code, an annuity plan
described in Section 403(a) of the Code or a
qualified trust described in Section 401(a) of the
Code that will accept a distributee's eligible
rollover distribution. Notwithstanding the
foregoing, in the case of an eligible rollover
distribution made to the surviving spouse of a
Participant, an eligible retirement plan means
only an individual retirement account or annuity.
<PAGE>
iv. "Eligible rollover distribution" means the
distribution under the Plan, or, in the case of a
payment described in Section 7.5(a)(ii), under
another qualified plan, of all or a portion of the
balance to the credit of a distributee, other
than: one or more distributions to be made during
a taxable year of the distributee which in the
aggregate are reasonably expected to be less than
$200; a distribution that is one of a series of
substantially equal periodic payments made not
less frequently than annually for the life or life
expectancy of the distributee or the joint lives
or joint life expectancy of the distributee and
the distributee's designated beneficiary, or for a
specified period of ten years or more; annuity
payments and payments under an annuity contract
made in or after the year in which an employee
attains (or would, if living, have attained) age
70-1/2; the portion of any distribution that is
required to be made under Section 401(a)(9) of the
Code; and the portion of any distribution that is
not includible in gross income (other than by
reason of the exclusion for net unrealized
appreciation of employer securities).
Section 7 f. Amounts contributed under Section 7.1 or
7.2 shall be invested in Stanley Stock and
credited to the individual's Savings Account.
A Participant shall at all times be 100%
vested in the value of his Savings Account
attributable to his rollover contributions.
Section 7 g. If the Plan Specification Schedule
covering an Employee so provides, the Plan
Administrator may credit to a Savings Account
for the Employee any cash and/or Stanley
Stock received by the Trustee in a direct
transfer from another qualified stock bonus
or profit sharing plan. Amounts described in
this section shall be nonforfeitable at all
times.
Section 7 h. The Plan Administrator shall establish
uniform procedures permitting the direct
transfer (other than a direct rollover, as
defined in Section 7.5(a)) by the Trustee of
a Participant's Savings Account to another
plan qualified under Section 401(a) or 403(a)
of the Code. No transfer shall be made under
this Section unless the requirements of
Sections 411(d)(6) and 414(l) of the Code are
satisfied.
<PAGE>
A R T I C L E 8.
Investment of Accounts and Voting Rights
Section 8 a. Each Participant's Savings Account shall
be invested in Stanley Stock.
Section 8 b. Each Participant and Beneficiary of a
deceased Participant shall have the right to
direct the Trustee in writing as to the
manner in which the shares of Stanley Stock
held by the Trustee which has been allocated
to the Participant's Savings Account is to be
voted at each meeting of the shareholders of
the Company and the Trustee shall vote such
shares in accordance with such directions.
The Company shall notify each Participant and
Beneficiary of a deceased Participant of his
rights under this section and distribute to
him such information as the Company
distributes to its shareholders pertaining to
the exercise of such voting rights within a
reasonable time before the time of exercise
of such rights. If the Trustee does not
receive instructions with respect to voting
such Stanley Stock, the Trustee shall vote
such stock in the same proportion as the
Stanley Stock with respect to which it has
received instructions, provided, however,
that, effective June 7, 1991, to the extent
the Trustee does not receive instructions
with respect to voting such allocated Stanley
Stock, the Trustee shall not vote such
Stanley Stock. Shares of Stanley Stock held
by the Trustee which have not been allocated
to the Savings Account of any Participant
shall be voted by the Trustee in the same
proportion as the allocated shares of Stanley
Stock as to which the Trustee receives
instructions are voted.
i. Each Participant and Beneficiary of a
deceased Participant shall have the right to
direct the Trustee in writing as to the manner in
which to respond to a tender or exchange offer
with respect to the number of shares of Stanley
Stock allocated to the Participant's Savings
Account and the Trustee shall respond in
accordance with such direction. The Company shall
promptly distribute to each Participant and
Beneficiary of a deceased Participant such
<PAGE>
information as is distributed to shareholders of
the Company in connection with such tender or
exchange offer. Any allocated shares with respect
to which the Trustee has not received timely
instructions shall not be tendered or exchanged.
Shares of Stanley Stock held by the Trustee which
have not been allocated to the Savings Account of
any Participant shall be tendered or exchanged by
the Trustee in the same proportion as the
allocated shares of Stanley Stock as to which the
Trustee receives instructions are tendered or
exchanged.
ii. The instructions received by the Trustee in
accordance with subsections (a) and (b) of this
Section 8.2 shall be held by the Trustee in
confidence and shall not be divulged or released
to any person, including officers or employees of
the Company.
A R T I C L E 9.
Allocation of Net Earnings and Losses
Section 9 a. Within a reasonable time after the end
of each month, the Trustee shall notify the
Plan Administrator of the amount of net
earnings or losses of the Trust Fund for the
month. The Plan Administrator shall provide
separate statements of the net earnings or
losses of each investment fund and of any
Savings Account which has been invested in
the form of a loan to a Participant as
provided in Section 11.1. "Net earnings or
losses" means gross earnings less all
expenses (unless paid by the Company under
Section 17.9) and taxes, and shall include
any increases or decreases in the market
value of the investments during the month.
Payments of principal and interest on a loan
made to a Participant under Article 11 shall
be invested in Stanley Stock and credited to
the Participant's Savings Account. The net
earnings or losses of each of the investment
funds shall be credited or debited to the
Savings Account of each Participant in the
proportion that the portion of such
Participant's Savings Account invested in
such fund bears to the total amount invested
in such fund for all Participants. For
<PAGE>
purposes of this section, the term
"Participants" shall include Retired
Participants, Disabled Participants and
Terminated Participants.
Section 9 b. The value of the Trust Fund shall be
equal to the market value of the Stanley
Stock in the Trust, plus cash, liquid
investments, interest, dividends and other
sums received and accrued but not yet
invested. The market value of the Stanley
Stock shall be the Closing Price thereof for
the day of determination, or if no sales of
Stanley common stock were made on that day,
the Closing Price on the next preceding day
when sales shall have occurred or, in the
discretion of the Trustee, the mean between
bid and asked prices on the date of such
determination. Liquid investments and other
assets in the Trust which in the opinion of
the Trustee cannot be fairly valued by the
above methods will be valued by such means as
the Trustee deems appropriate taking into
consideration all factors usually considered
in valuing such investments.
Section 9 c. The Plan Administrator shall
periodically, but not less frequently than
once each Plan Year, notify each Participant
of the amount of net earnings or losses
credited to or charged against his Savings
Account, the amount of annual contributions
allocated to such Account and the total value
of such Account (including any contributions
which have not yet been contributed to the
Trust Fund as of the Valuation Date).
A R T I C L E 10.
Participant Withdrawals
Section 10 a. Subject to subsection (b), upon
submission of proof to the satisfaction
of the Plan Administrator of an
immediate and heavy financial need, a
Participant may withdraw all or a
portion of the vested balance in his
Savings Account (other than the amount
attributable to his Net Contributory
Pension Benefit) provided the withdrawal
<PAGE>
is necessary to relieve any of the
following expenses:
(1) expenses for medical care described in
Section 213(d) of the Code incurred by the
Participant, the Participant's spouse or an
individual claimed as a dependent by the
Participant for federal income tax purposes,
including a withdrawal that is necessary to
enable any such individual to obtain such
medical care;
(2) payment of tuition and related
educational fees for up to the next
twelve months of post-secondary
education for the Participant or other
individual described in paragraph (i);
(3) costs, other than mortgage
payments, directly related to the
purchase of a principal residence for
the Participant; or
(4) payments necessary to prevent the
eviction of the Participant from his
principal residence or foreclosure on
the mortgage of the Participant's
principal residence.
i. The amount of a hardship withdrawal may not
exceed the sum of the amount required to meet the
applicable expense described in subsection (a) and
any amounts necessary to pay federal, state or
local income taxes or penalties reasonably
anticipated to result from the withdrawal. A
hardship withdrawal may be made to the extent the
financial need cannot be relieved from other
resources that are reasonably available to the
Participant. In determining the amount necessary
to meet the Participant's financial need, unless
it has actual knowledge to the contrary, the Plan
Administrator may rely on the Participant's
written representation that the need cannot
reasonably be relieved:
(1) through reimbursement or compensation by
insurance or otherwise;
(2) by reasonable liquidation of the
Participant's assets (including assets
of his spouse and minor children that
<PAGE>
are reasonably available to the
Participant);
(3) by cessation of his Elective
Deferral Contributions or Employee
Contributions; or
(4) by other withdrawals, distributions
or nontaxable loans permitted from this
Plan or any other qualified retirement
plan, or by borrowing from commercial
sources on reasonable commercial terms.
For purposes of this subsection, a need cannot reasonably be
relieved by one of the actions listed above if the effect would
be to increase the amount of the need.
ii. Subject to Section 12.6(c), if the
Participant is married, the written consent of the
Participant's spouse to the withdrawal must be
obtained within the 90-day period ending on the
date of the withdrawal, must acknowledge the
effect of the withdrawal and must be witnessed by
a Plan representative or a notary public. Except
for withdrawals for tuition under subsection
(a)(ii), a Participant shall not be permitted to
submit more than one hardship withdrawal
application in any Plan Year.
iii. Withdrawals shall be made from the vested
balance in the Participant's Savings Account in
the following order:
(1) From the amount attributable
to the after-tax employee
contribution account transferred on
his behalf to this Plan from the
Retirement Plan as of January 1,
1984;
(2) From an amount equal to the lesser
of his Elective Deferral Contributions
or their current value;
(3) From the amount attributable to
amounts contributed or rolled over to
this Plan in accordance with Section 7.1
or 7.2 or amounts transferred from
another qualified plan on his behalf
under Section 7.7 (other than after-tax
employee contributions);
<PAGE>
(4) From the amount attributable to the
funds transferred from another qualified
plan other than amounts described in (i)
or (iii);
(5) From the amount attributable to Matching
Allocations and Company Contributions; and
(6) From the amount attributable to his
Employee Contributions.
A Participant shall not be entitled to withdraw any portion of
his Savings Account attributable to his Net Contributory Pension
Benefit.
iv. Any Officer who withdraws any portion of his
Savings Account under this section shall not
participate in contributions to his Savings
Account for a period of one year from the date of
such withdrawal.
Section 10 b. In addition to the withdrawals
permitted under Section 10.1, any
Participant may withdraw the total
amount in his Savings Account
attributable to the funds described in
Section 10.1(d)(i). If the Participant
is married, such a withdrawal shall
require the written consent of the
Participant's spouse in the form and
manner established by the Plan
Administrator.
Section 10 c. For purposes of a hardship
withdrawal under Section 10.1, the
Participant's Savings Account shall be
valued as of the Valuation Date
preceding the date on which the Plan
Administrator receives the Participant's
withdrawal request. For purposes of a
withdrawal under Section 10.2, the
Participant's Savings Account shall be
valued as of the Valuation Date
coinciding with or next following the
date the Plan Administrator receives the
withdrawal request. The Plan
Administrator shall promptly notify the
Trustee of the total dollar amount to be
withdrawn and the respective funds from
which it shall be withdrawn. The Plan
Administrator shall disburse such amount
<PAGE>
directly to the Participant in cash as
soon as practicable.
A R T I C L E 11.
Loans to Participants
Section 11 a. Subject to subsection (b) and to
such rules as the Plan Administrator may
establish, upon the written request of a
Participant, the Plan Administrator
shall direct the Trustee to make a loan
to the Participant from his Savings
Account in an amount not greater than
the lesser of:
(1) $50,000, reduced by the highest
outstanding balance of loans to the
Participant from the Plan and any other plan
of the Affiliated Group during the one-year
period ending on the day before the date on
which the loan is made; or
(2) 50% of the value of his vested
interest in his Savings Account (other
than the amount attributable to his Net
Contributory Pension Benefit and the
portion of such account held for such
Participant's alternate payee under a
qualified domestic relations order).
The value of a Participant's vested interest in his Savings
Account shall be determined as of the Valuation Date preceding
the date on which the completed loan application is received by
the Plan Administrator. The Plan Administrator may, in its
discretion, postpone the timing of a loan or modify the amount of
a loan in order to insure that a Participant's loan will not be
considered a taxable distribution as provided under Section 72(p)
of the Code.
i. A Participant's request for a loan must
specify, in even multiples of $100, the dollar
amount requested, which may not be less than
$1,000 or such other amount as may be established
by the Plan Administrator. All loans shall be
made in cash and shall be taken from the
Participant's account in the following order:
<PAGE>
(1) From an amount equal to the lesser of
his Elective Deferral Contributions or their
current value;
(2) From the amount attributable to
amounts contributed or rolled over to
this Plan in accordance with Section 7.1
or 7.2 or amounts transferred from
another qualified plan on his behalf
under Section 7.7 (other than after-tax
employee contributions);
(3) From the amount attributable to the
funds transferred from another qualified
plan other than amounts described in
(ii) or (vi);
(4) From the amount attributable to
Matching Allocations and Company
Contributions;
(5) From the amount attributable to his
Employee Contributions; and
(6) From the amount attributable to the
after-tax employee contribution account
transferred on his behalf to this Plan
from the Retirement Plan as of
January 1, 1984.
A Participant shall not be entitled to take a loan of any portion
of his Savings Account attributable to his Net Contributory
Pension Benefit.
Section 11 b. Each loan shall conform to
appropriate disclosure laws. If the
Participant is married on the date the
loan is made, the Participant's spouse
must consent in writing to the loan, in
the form and manner established by the
Plan Administrator, within the 90-day
period before the date on which the loan
is made. The proceeds of the loan shall
be disbursed directly to the Participant
as soon as practicable following
approval by the Plan Administrator of
the Participant's completed loan
application. The loan shall be
considered an investment of the Partici-
pant's Savings Account which has been
directed by the Participant, and
payments of principal and interest on
<PAGE>
the note shall be allocated in the
reverse order in which the funds were
taken from the Participant's Savings
Account under Section 11.1(b).
i. Each loan shall be evidenced by a negotiable
promissory note ("note") bearing a rate of
interest equal to the prime rate as reported in
The Wall Street Journal on the first business day
of the month preceding the calendar quarter during
which the loan is made. The note shall be payable
to the order of the Trust Fund and shall be for a
term, commencing on the date of the loan and
specified in an even multiple of six months, not
to exceed five years; provided, however, that if
the Participant certifies in writing to the Plan
Administrator that the loan proceeds are to be
used to acquire a dwelling unit which, within a
reasonable time, is to be used as the principal
residence of the Participant, the repayment period
for such loan shall be ten years. Subject to
subsection (c), the note shall provide for payment
of principal and interest on the loan in equal
periodic installments at least quarterly by means
of payroll deductions.
ii. Effective for loans made after September 23,
1994, the note shall provide that upon the
cessation of a Participant's payroll deductions as
a result of his severance from service with the
Company, any payments remaining under the note
shall be accelerated and the unpaid principal
balance and accrued interest shall be immediately
due and payable in a single lump sum. In such
event, the individual may deliver to the Plan
Administrator within a reasonable time following
the date he ceases to be paid by the Company a
certified check for the entire unpaid principal
and accrued interest. If such individual does not
repay the loan within 90 days after the date he
ceases to be paid by the Company, the entire
unpaid principal balance and accrued interest
under the note shall be in default and the
provisions of subsection (d) shall apply.
(1) An individual who has a loan
outstanding at the time he is granted an
unpaid Leave of Absence may, under a
written agreement with the Plan
Administrator, extend the term of the
note, and suspend all payments of
principal and interest thereunder, for a
period not to exceed the lesser of 12
<PAGE>
months or the period of such unpaid
Leave of Absence. Interest on the
unpaid principal balance shall continue
to accrue during such period at the rate
specified in the note; provided,
however, that if the Leave of Absence is
for a period of military service, the
interest rate charged under the note
shall not exceed 6% per year for the
period of such military Leave of
Absence.
iii. The note shall be secured by the
Participant's vested interest in his Savings
Account to the extent of the loan and the Plan
Administrator shall conspicuously note on the
Participant's records that such vested interest
serves as security for repayment of the loan. The
note shall provide that upon default in any
payment of principal or interest on the note the
Trustee, in its discretion, may declare all or any
part of the unpaid principal balance and accrued
interest immediately due and payable. In such
event, the Trustee shall have the right to apply
up to 50% of the Participant's vested interest in
his Savings Account to the payment of such unpaid
principal balance, accrued interest and expenses,
including attorneys' fees, incurred in enforcing
its rights to collect the note and its rights in
such vested interest. In addition, regardless of
whether the note is in default, the Trustee shall
have the right to apply to the payment thereof the
amount of any distribution from the Trust Fund to
which the Participant or his Beneficiary becomes
entitled.
Section 11 c. A Participant may have only one
loan outstanding at any time. Subject
to Section 11.2(c)(i), a Participant may
prepay the entire outstanding balance of
a loan in a lump sum at any time after
the loan has been in effect for six
months. A Participant who prepays a
loan may not apply for a new loan until
at least 90 days have elapsed since the
date of prepayment of the prior loan.
<PAGE>
A R T I C L E 12.
Distribution of Account upon Death, Disability or Retirement
Section 12 a. A Participant who retires on or
after his Normal Retirement Date, or on
or after the date on which he has
attained age 55 and completed at least
ten Vesting Years, shall be entitled to
100% of the value of his Savings
Account. The Participant's Savings
Account shall be valued as of the
Valuation Date coinciding with or next
following the later of the date on which
his Application for Benefits is received
by the Plan Administrator or the date of
his retirement. Subject to Section
12.4, the amounts to which the
Participant is entitled shall be
distributed in accordance with Section
12.3 within 90 days following the end of
the Plan Year in which he retires,
provided that if he retires on or after
his Normal Retirement Date distribution
shall be made no later than 60 days
after the end of the Plan Year in which
he retires.
Section 12 b. A Participant who becomes a
Disabled Participant before his Normal
Retirement Date shall be entitled to the
vested portion of his Savings Account
determined in accordance with Section
13.2. The Disabled Participant's
Savings Account shall be valued as of
the Valuation Date coinciding with or
next following the later of the date on
which certification of his disability or
his Application for Benefits is received
by the Plan Administrator. The amount
to which a Disabled Participant is
entitled shall be distributed in
accordance with the provisions of
Section 12.3 within a reasonable time
following such Valuation Date.
Section 12 c. The amount payable under Section
12.1 or 12.2 shall be distributed as
follows:
<PAGE>
i. If the Participant or Disabled Participant is
married and his spouse has not consented to the
waiver of payment of the vested Contributory
Pension Benefit in the form of a joint and
survivor annuity under the terms of the Retirement
Plan, the Trustee shall transfer to the Retirement
Plan from the Participant's or Disabled
Participant's Savings Account cash in the amount
necessary to provide such benefit.
ii. If a Participant or Disabled Participant has
elected to receive the full amount of his vested
Contributory Pension Benefit from the Retirement
Plan, the Trustee shall transfer to the Retirement
Plan from the Participant's or Disabled
Participant's Savings Account cash in the amount
necessary to provide such benefit.
iii. After any transfer under subsection (a) or
(b), the remaining amount to which the Participant
or Disabled Participant is entitled from his
Savings Account shall be paid to him as soon as
practicable in a lump sum payment consisting of
whole shares of Stanley Stock plus cash equal to
the value of any fractional interest in a share of
such stock, unless the Participant or Disabled
Participant elects to receive cash in lieu of
stock. If, as of the date of distribution, a
Participant has an outstanding loan under Article
11, any distribution under this Section 12.3(c)
shall include the note described in Section 11.2
and such distribution shall fully discharge the
Plan with respect to the value of the
Participant's Savings Account attributable to the
outstanding loan amount.
iv. Notwithstanding subsection (c), if the amount
of any distribution payable to a Retired, Disabled
or Terminated Participant exceeds $3,500, it shall
not be distributed to him in a lump sum before his
Normal Retirement Date without his written
consent. The Retired, Disabled or Terminated
Participant shall be given the opportunity to
consent to a distribution upon termination of
Employment Status by filing an Application for
Benefits within 90 days of receipt from the Plan
Administrator of such application and the written
information required by Section 14.2. If he fails
to consent to a distribution within such 90-day
period, he may next submit an application within
90 days before the first day of the month
coinciding with or next following his 55th
<PAGE>
birthday. In no event will distribution of
amounts payable from this Plan on behalf of a
Retired, Disabled or Terminated Participant who
has severed from service with the Company before
his Normal Retirement Date be deferred beyond his
Normal Retirement Date.
Section 12 d. Except as otherwise provided in
subsections (b) and (c), payment of
benefits shall commence no later than
the April 1st next following the
calendar year in which an individual
attains age 70-1/2.
i. An individual who attained age 70-1/2 before
1988 may elect to defer the commencement of
benefit payments until the April 1st next
following the calendar year in which occurs the
earlier of severance from service with the Company
or the date the individual becomes a qualified
owner.
ii. In the case of an individual who attained age
70-1/2 in 1988, who is not a qualified owner and
whose employment with the Company had not been
severed before January 1, 1989, benefit payments
shall commence no later than April 1, 1990.
iii. A "qualified owner" is an individual who, at
any time during the Plan Year in which he reaches
age 66-1/2 or in any succeeding Plan Year, owns
more than a 5% interest in the Company or any
other member of the Affiliated Group. In
determining ownership, the constructive ownership
provisions of Section 318 of the Code shall be
applied by utilizing a 5% test in lieu of the 50%
test set forth in subsection (a)(2)(C) thereof.
The aggregation rules of Section 414(b), (c), (m)
and (o) of the Code shall not apply for purposes
of determining ownership.
Section 12 e. If a Participant dies before his
Normal Retirement Date the death benefit
payable hereunder shall be the amount
determined under Section 13.2. If a
Participant dies on or after his Normal
Retirement Date but before his Benefit
Commencement Date, the amount payable
hereunder shall be the total value of
his Savings Account. The Participant's
Savings Account shall be valued as of
the Valuation Date coinciding with or
<PAGE>
next following the date the death
certificate is furnished to the Plan
Administrator. All death benefits
payable hereunder shall be paid to the
Participant's surviving spouse, if any,
unless the surviving spouse consents, in
the manner required by Section 12.6, to
payment in the manner described in
subsections (b) and (c) and to the
designated Beneficiary thereof.
i. If the Participant's surviving spouse is
entitled to a death benefit under the Retirement
Plan, a portion of which is attributable to the
funds held in the Participant's Savings Account,
and the surviving spouse consents in writing, the
amount necessary to provide such death benefit
shall be transferred by the Trustee from the
Participant's Savings Account to the Retirement
Plan.
ii. After any transfer under subsection (b), the
remaining amount payable on behalf of the
Participant shall, subject to Section 12.6, be
paid to his Beneficiary in the manner provided in
Section 12.3(c) and (d), as selected by the
Beneficiary, within a reasonable time following
the Valuation Date but in no event more than five
years after the death of the Participant.
Section 12 f. The Beneficiary of the
preretirement death benefit under
Section 12.5 shall be the surviving
spouse. If there is no surviving spouse
or if the surviving spouse has consented
to the designation of another
Beneficiary in the manner required under
this Section 12.6, the individual's
designated Beneficiary shall be entitled
to the death benefit.
i. A spouse's consent to the designation of
another Beneficiary must be in writing,
acknowledge the effect of the nonspouse
designation, the specific designated Beneficiary
and be witnessed by a Plan representative or
notary public.
ii. No spousal consent shall be required if it is
established to the satisfaction of the Plan
Administrator that it cannot be obtained because
the spouse cannot be located or because of such
<PAGE>
other circumstances as may be prescribed by
Regulations.
iii. A Beneficiary designation may be revoked in
writing without spousal consent at any time before
the Participant's Benefit Commencement Date.
Section 12 g. Subject to Section 12.5(b), each
Participant who has complied with the
requirements of Section 12.6 shall have
the unrestricted right to designate the
Beneficiary to receive death benefits
and to change any such designation on a
form furnished by and filed with the
Plan Administrator. If no designation
is on file at the time of death of an
unmarried Participant, or if the
designated Beneficiary dies before the
date of distribution, death benefits
shall be paid to the beneficiary to whom
benefits would be payable under the
Retirement Plan with respect to the
Participant.
Section 12 h. For purposes of this Article, the
value of a Participant's Savings Account
shall include any contributions that
have not yet been contributed to the
Trust Fund as of the Valuation Date
under Section 12.1, 12.2 or 12.5.
Section 12 i. Notwithstanding Sections 12.1 and
12.2, if the Plan Administrator has
knowledge that a Participant who is an
Officer has sold any shares of Company
stock within six months of the
anticipated date of distribution of
Stanley Stock to the Participant, the
Plan Administrator shall defer the
Participant's distribution until a
period of six months has elapsed
following the sale of such stock.
A R T I C L E 13.
Termination of Participation and Vesting
Section 13 a. Subject to subsection (b), a
Participant whose Employment Status is
terminated before his Normal Retirement
<PAGE>
Date for reasons other than death,
disability or early retirement shall
become a Terminated Participant on the
date on which he ceases to have
Employment Status.
i. If a Participant continues employment with a
subsidiary of the Company after the disposition by
the Company to an unrelated entity or individual
of its interest in such subsidiary, or continues
employment with an unrelated corporation after the
disposition by the Company to such corporation of
substantially all of the assets used by the
Company in a trade or business, a lump sum
distribution of the Participant's vested Savings
Account balance may be made to the Participant
under this Article only if:
(1) the distribution is made in connection
with the disposition that results in the
Participant's transfer to the purchaser in
such disposition. A distribution will be
treated as having been made in connection
with a disposition if it is made by the end
of the second calendar year after the
calendar year in which the disposition
occurs; and
(2) the Company continues to maintain
the Plan after the disposition and the
purchaser does not adopt or maintain the
Plan or otherwise become an employer
whose employees accrue benefits under
the Plan after the disposition. A
purchaser shall also be treated as
maintaining the Plan if the Plan is
merged or consolidated with, or assets
or liabilities are transferred from the
Plan to, a plan maintained by the
purchaser.
Section 13 b. A Participant shall be vested in
100% of the value of his Savings Account
attributable to the following:
(a) amounts contributed to the Plan
under Sections 7.1 and 7.2 or
transferred to the Plan under Section
7.7;
(b) his Elective Deferral Contributions
and Employee Contributions;
<PAGE>
(c) Company contributions, if any, made
on behalf of the Participant under
Section 18.5; and
(d) the value of his Retirement Account
as of June 30, 1985.
(1) In addition, subject to subsections
(b) and (c), a Participant shall be
vested in the following percentage of
the value of his Savings Account
attributable to his Net Contributory
Pension Benefit and the Matching
Allocations and Company Contributions
made on his behalf (other than Company
Contributions under Section 18.5),
depending upon the number of Vesting
Years completed by the Participant:
Less than 5 Vesting Years .................... 0%
At least 5 Vesting Years .................... 100%
i. Upon attaining his 65th birthday, a
Participant who has Employment Status shall be
vested with the total value of his Savings
Account, without regard to his number of Vesting
Years.
ii. For purposes of subsection (a), a Terminated
Participant's vested interest shall be valued as
of the Valuation Date coinciding with or next
following the later of the date on which his
Application for Benefits is received by the Plan
Administrator or the date he ceases to have
Employment Status.
Section 13 c. A Participant's Vesting Years shall
include any service credited to the
Participant in accordance with Sections
3.4 and 3.5. A Participant who ceases
to have Employment Status on a date that
is less than a full year following the
most recent anniversary of his
Employment Commencement Date shall be
given vesting credit for each month in
which he has Employment Status during
such partial year. A Participant who
has incurred a Break in Service during
his employment with the Company shall
receive credit for Vesting Years before
the Break in Service in accordance with
subsection (b).
<PAGE>
i. If a Terminated Participant again becomes an
Employee after a Break in Service, the vested
percentage of his Savings Account attributable to
amounts described in Section 13.2(a)(ii), other
than amounts previously forfeited, shall be
determined by aggregating all of his Vesting Years
before and after the Break in Service.
Section 13 d. A Terminated Participant shall
forfeit an amount equal to the nonvested
portion of his Savings Account.
i. Subject to Sections 12.3 and 13.1, the
Trustee shall distribute the vested portion of a
Terminated Participant's Savings Account in a lump
sum within 90 days following the Valuation Date in
Section 13.2(c). The nonvested portion of his
Account shall be applied as soon as practicable
thereafter to satisfy the Matching Allocations and
Company Contributions under Article 5; provided,
however, that such portion shall be reinstated if
(i) the Terminated Participant again becomes an
Employee before incurring five consecutive one-
year Breaks in Service, and (ii) he recontributes
the full amount of any lump sum distribution
attributable to the amounts described in Section
13.2(a)(ii) which he has received under this
subsection (b).
ii. If a Terminated Participant is again employed
by the Company in a classification of Employees
eligible to participate in the Plan, he shall be
given the opportunity (to be exercised before the
earlier of the end of the five-year period
commencing on the date of reemployment or the end
of the fifth consecutive one-year Break in Service
commencing after the distribution) to recontribute
the full amount of any lump sum distribution
attributable to amounts described in Section
13.2(a)(ii). Amounts recontributed to the Plan or
restored to an individual's Savings Account under
this section shall not be considered a rollover or
a contribution for any purpose under the Plan. If
the Participant incurs a Break in Service after
the recontribution, his vested interest shall be
determined under Section 13.2(a), treating the
period of his prior severance from service with
the Company as a period of Employment Status. If
the Participant does not recontribute the amount
of the distribution attributable to amounts
described in Section 13.2(a)(ii), his vested
interest in the value of his Savings Account
<PAGE>
attributable to Matching Allocations and Company
Contributions made on his behalf for Plan Years
after he resumes employment shall be determined in
accordance with Section 13.2(a).
iii. If the Terminated Participant is vested in
his Contributory Pension Benefit and has elected
to receive such benefit from the Retirement Plan,
the Trustee shall transfer to the Retirement Plan
from the Participant's Savings Account cash in the
amount necessary to provide the Terminated
Participant's vested Contributory Pension Benefit.
After any such transfer, the remaining amount to
which he is entitled hereunder shall be paid to
him, in the manner described in Section 12.3(c),
as soon as practicable.
Section 13 e. For purposes of this Article, the
value of a Terminated Participant's
Savings Account shall include any
contributions which have not yet been
contributed to the Trust Fund as of the
Valuation Date in Section 13.2(c).
Section 13 f. Notwithstanding the provisions of
this Article 13, any benefits paid from
the Plan to or on behalf of a Terminated
Participant shall comply with the
distribution requirements of Sections
12.3(d), 12.4 and 12.5(c).
A R T I C L E 14.
Application for Benefits
Section 14 a. An Application for Benefits must be
filed with the Plan Administrator as
provided in this Article after receipt
of the written information required by
Section 14.2(a)(ii) and (iii) and no
more than 90 days before the Benefit
Commencement Date.
Section 14 b. Not less than 30 and not more than
90 days before an individual's Benefit
Commencement Date, the Plan
Administrator shall:
(1) provide the individual with an
Application for Benefits;
<PAGE>
(2) provide the individual with the
approximate vested value of the
individual's Savings Account; and
(3) inform the individual of any right
to defer receipt of the distribution and
that failure to file an Application for
Benefits within the time specified in
this Article shall be treated as an
election to defer.
i. An individual's Benefit Commencement Date
shall not be less than 30 days or more 90 days
after the date on which he receives the written
information required by subsection (a)(ii) and
(iii). If an individual's Benefit Commencement
Date will occur more than 90 days after the date
on which he receives such information, the Plan
Administrator shall again furnish such individual
with the written information required by
subsection (a)(ii) and (iii) so that it is
received no more than 90 days before the Benefit
Commencement Date.
Section 14 c. The Application for Benefits
required for the payment of disability
benefits under Article 12 must be filed
no later than one year following a
Participant's loss of Employment Status.
In addition, proof of disability in the
form of a written certification by a
licensed physician selected by the Plan
Administrator must be filed with the
Application for Benefits.
Section 14 d. The Application for Benefits
required for the payment of death
benefits under Article 12 must be filed
by the Beneficiary of a deceased
individual or the legal representative
of the individual's estate and must be
accompanied by a death certificate.
Section 14 e. If payment of benefits under
Article 13 is to commence at the
election of a Terminated Participant
before his 55th birthday, an Application
for Benefits must be filed with the Plan
Administrator within 90 days following
the individual's receipt of such
application. Failure to file an Applica-
<PAGE>
tion for Benefits within 90 days
following receipt thereof from the Plan
Administrator shall be treated as an
election to defer the commencement of
benefits until age 55.
Section 14 f. If payment of benefits is to
commence on or after an individual's
Normal Retirement Date and the
individual fails to file an Application
for Benefits within 90 days following
receipt thereof from the Plan
Administrator and the written
information required by Section
14.2(a)(ii), the amount to which such
individual is entitled shall be paid as
provided in Article 12 as soon as
practicable.
Section 14 g. The election of a form of payment
or the designation of a Beneficiary made
in an Application for Benefits may be
revised by filing a new Application for
Benefits before the Benefit Commencement
Date.
Section 14 h. An individual for whom benefits are
being held by the Trustee shall keep the
Plan Administrator advised of his
current mailing address. The Plan
Administrator and the Company shall be
discharged from any liability resulting
from a failure to pay benefits as they
become due if reasonable effort has been
made to contact the individual at his
last address on record.
Section 14 i. The Plan Administrator shall
promptly process each Application for
Benefits and shall notify the applicant
in writing of the action taken regarding
his Application for Benefits within 90
days following the receipt of such
application. In the event of a denial
of benefits, the Plan Administrator
shall furnish the applicant with a
written notification which shall include
the reasons for the denial; specific
references to the Plan provisions on
which the denial is based; a description
of any additional material or
information necessary for the applicant
<PAGE>
to perfect the Application for Benefits,
including an explanation of why such
material or information is necessary;
and an explanation of the review
procedure set forth in Section 14.10.
Section 14 j. An applicant who has received a
written denial of his Application for
Benefits may appeal by filing with the
Plan Administrator a written request for
review. Such request must be filed
within 60 days following the receipt of
the written denial. In connection with
any request for review, the applicant
may at any time review pertinent
documents and may submit issues and
comments in writing. The Plan
Administrator shall notify the applicant
of its determination within 60 days
following its receipt of the request for
review.
Section 14 k. Accounts maintained under the Plan
for individuals who cannot be found
shall be forfeited and applied as soon
as possible to satisfy the Matching
Allocations and Company Contributions
under Article 5. If an individual files
an Application for Benefits or is
located at any time thereafter, an
amount equal to the vested portion of
the individual's Savings Account shall
be reinstated and distributed in
accordance with the terms of the Plan.
A R T I C L E 15.
Leave of Absence
Section 15 a. An individual employed by the
Company may be granted a Leave of
Absence under Company policy.
Section 15 b. An absence due to injury or
sickness compensable under workers'
compensation laws shall be treated as a
Leave of Absence.
<PAGE>
i. An Employee who enters the armed forces of
the United States of America shall be treated as
on a Leave of Absence, provided:
(1) The Employee left employment for the
purpose of entering the armed forces of the
United States;
(2) The Employee returns to employment
within 90 days after his discharge or
separation from the armed forces of the
United States;
(3) The Employee has received a
certificate from the armed forces of the
United States stating satisfactory
completion of his military service;
(4) The Employee serves not more than
four years in the armed forces of the
United States (plus any period of addi-
tional service imposed pursuant to law);
and
(5) The circumstances of the Company have
not changed since such Employee left
employment for the purpose of entering the
armed forces of the United States so as to
make it impossible or unreasonable for the
Company to continue his employment.
ii. An individual employed by the Company who is
absent from service for a reason designated by the
Company as qualifying under the Family and Medical
Leave Act of 1993 shall be treated as on a Leave
of Absence for the period of such absence.
Section 15 c. An Employee shall be deemed not to
have incurred a Break in Service during
a Leave of Absence. If an individual
fails to return to employment with the
Company immediately upon termination of
his Leave of Absence, his Employment
Status shall terminate as of the last
day of his Leave of Absence.
i. For purposes of determining a Participant's
Vesting Years, he shall receive credit for the
period of a Leave of Absence in accordance with
the following rules:
<PAGE>
(1) If the Leave of Absence began before
January 1, 1989, the entire period of the
Leave of Absence shall be treated as a period
of Employment Status.
(2) Except as provided in subparagraph (B),
if the Leave of Absence begins on or after
January 1, 1989, the Participant shall
receive credit for the period from the date
on which he is first absent from work on
account of such Leave of Absence until the
earlier of (1) the first anniversary of such
date or (2) the date of his severance from
service with the Company by reason of his
resignation, discharge, retirement or death.
(a) Notwithstanding subparagraph (A),
if the Leave of Absence is on account of
the Participant's disability, the
Participant shall receive credit for the
period beginning on the date on which he
is first absent from work on account of
such disability until the earlier of
(1) the expiration of ten years from
such date or (2) the Participant's
Normal Retirement Date.
A R T I C L E 16.
Rights of Participant
Section 16 a. The adoption and maintenance of
this Plan shall not be construed as
creating any contract of employment
between the Company and any individual.
This Plan shall not affect the right of
the Company to deal with its employees
in all respects, including their hiring,
discharge, compensation and conditions
of employment.
Section 16 b. The sole rights of a Participant,
Retired Participant, Disabled
Participant, Terminated Participant or a
Beneficiary under this Plan shall be to
have this Plan administered according to
its provisions, as they may be amended
from time to time.
<PAGE>
Section 16 c. Except as provided in Article 11
and Section 16.5, no right or interest
of any Participant in any part of the
Trust Fund shall be transferable or
assignable by the Participant or be
subject to alienation, anticipation, or
encumbrance by the Participant, and no
such right or interest shall be subject
to garnishment, attachment, execution or
levy of any kind.
Section 16 d. No Participant shall be discharged,
fired, suspended, expelled, disciplined
or discriminated against for exercising
any right under this Plan or for giving
information or testimony in any inquiry
or proceeding relating to the adminis-
tration of this Plan.
Section 16 e. The requirements of Section 16.3
shall not apply to a qualified domestic
relations order. The Plan Administrator
shall abide by the terms of any
qualified domestic relations order. A
"qualified domestic relations order"
means any judgment, decree or order
(including approval of a property
settlement agreement) which creates or
recognizes the existence of an alternate
payee's right to receive all or a
portion of the benefits payable to a
Participant hereunder pursuant to a
State's domestic relations law relating
to the provision of child support,
alimony payments or marital property
rights to a spouse, former spouse, child
or other dependent of the Participant,
which specifically states:
(1) The name and last known mailing address
of the Participant and of each alternate
payee covered by such order;
(2) The amount or percentage of the
Participant's benefits to be paid by the
Plan to each alternate payee or the
manner in which such amount or
percentage is to be determined;
(3) The number of payments or the
period to which such order applies; and
<PAGE>
(4) The name of each plan to which such
payment applies.
i. The Plan Administrator shall establish
reasonable written procedures to determine the
qualified status of domestic relations orders and
to administer distributions made thereunder in a
manner consistent with the following requirements:
(1) The Plan Administrator shall promptly
notify the Participant and any named
alternate payee of the receipt of a domestic
relations order and the Plan procedures used
for determining whether such order is
qualified under Code Section 414(p).
(2) The Plan Administrator shall,
within a reasonable period following
receipt, determine whether such order is
qualified and notify the Participant and
each alternate payee of such
determination.
(3) During the period beginning upon
receipt of the order and ending with the
earlier of the date of determination of
its qualified status or the expiration
of 18 months, the Plan Administrator
shall separately account for the amounts
which would have been payable to the
alternate payee during such period if
the domestic relations order had been
determined to be qualified.
(4) If, within 18 months of receipt,
the order is determined to be qualified,
the Plan Administrator shall pay the
amounts described in paragraph (iii) to
the alternate payee in accordance with
the terms of the order or, if the
alternate payee is the Participant's
former spouse and the alternate payee so
elects, to the alternate payee's
individual retirement account. If,
within 18 months of receipt, the order
is determined not to be qualified or the
order's status is unresolved the Plan
Administrator shall pay the amounts
described in paragraph (iii) to the
person or persons entitled to such
amounts under the Plan as if no order
had been received.
<PAGE>
(5) A determination that a domestic
relations order is qualified which is made
later than 18 months after the receipt of
such order shall operate prospectively.
ii. Payments made under this Section 16.5 shall
completely discharge the Plan of its obligations
with respect to the Participant and each alternate
payee to the extent of any such payments.
A R T I C L E 17.
Plan Administrator
Section 17 a. The Plan Administrator shall
supervise and control the operation of
this Plan and shall have all powers
necessary to accomplish such purpose,
including the power to make rules and
regulations pertaining to the
administration of this Plan.
Section 17 b. The Plan Administrator shall
establish a funding method and policy
consistent with the objectives of this
Plan and shall determine the Plan's
short- and long-term financial needs and
communicate such requirements to the
Trustee.
Section 17 c. The Plan Administrator shall file
such reports and plan descriptions with
the appropriate federal government
agencies as may be required by law.
Section 17 d. The Plan Administrator shall notify
the appropriate federal government
agencies in the event of the termination
of this Plan, any change in the name of
the Plan or the name and address of the
Plan Administrator, and any merger or
division of this Plan.
Section 17 e. The Plan Administrator shall
provide each Participant, Retired
Participant, Disabled Participant and
Terminated Participant who is or may
become eligible to receive benefits and
each Beneficiary with such reports and
<PAGE>
plan descriptions as may be required by
law.
Section 17 f. The Plan Administrator shall
furnish individual statements of vested
benefits to Terminated Participants and
individual statements of vested and
accrued benefits to each Participant,
Retired Participant, Disabled
Participant and Terminated Participant
who is or may become eligible to receive
benefits and each Beneficiary as may be
required by law.
Section 17 g. The Plan Administrator shall make
available to each Participant and
Beneficiary during normal business hours
at its principal office copies of this
Plan and the Trust Agreement, the Plan
summary plan description, the latest
Form 5500, and any other documents
pertaining to the establishment and
operation of this Plan. Copies of such
documents shall be made available at the
principal office of any employee
organization with members who are
Participants and any employer
establishment in which at least 50
Participants are customarily working
within ten calendar days following the
date on which a written request for
disclosure at any such location is
received at such location or at the
principal office of the Plan
Administrator. The Plan Administrator
may establish a reasonable procedure
governing the making of requests for
examination of Plan documents and shall
communicate such procedure to the Par-
ticipants. The Plan Administrator shall
not be required to comply with a request
made in a manner which does not conform
to the established procedure.
i. Upon a Participant's written request, he
shall be furnished copies of any of the documents
described in (a) above, provided that he may be
required to pay any reasonable expense incurred in
duplicating such documents. Upon the Partici-
pant's request, the Plan Administrator shall
provide the Participant with information about the
<PAGE>
charge that would be made to furnish a copy of the
document.
Section 17 h. The Plan Administrator shall have
the power to designate the agent for
service of legal process for the Plan.
Section 17 i. To the extent permitted under
Section 403(c)(1) and 404(a)(1)(A) of
the Act, the fees and expenses incurred
by the Plan Administrator for legal,
accounting or other services necessary
for the operation of the Plan that do
not involve "settlor" functions shall be
paid out of the Trust Fund, unless paid
by the Company.
Section 17 j. The Plan Administrator shall have
the discretionary authority to interpret
the provisions of this Plan and to
determine all questions relating to
eligibility for benefits hereunder. Any
such interpretation or determination
adopted by the Plan Administrator in
good faith shall be binding upon the
Company and on all Participants and
Beneficiaries. The Plan Administrator,
in exercising its discretion, shall do
so in a uniform and nondiscriminatory
manner, treating all individuals in
similar circumstances alike.
Section 17 k. The Plan Administrator may delegate
all or part of its duties to others.
The Plan Administrator shall not be
liable for any acts or omissions of the
persons to whom such duties have been
delegated, provided that the Plan
Administrator acted prudently and in the
interests of the Participants and
Beneficiaries in selecting and retaining
such persons.
Section 17 l. The Plan Administrator may make
provisions specifically applicable to
any unit of Employees or modify the
provisions of this Plan with respect to
any unit of Employees by preparing,
dating and signing a Plan Specification
Schedule of such provisions or
modifications.
<PAGE>
i. The Plan Administrator may amend the
provisions or modifications applicable to any unit
of Employees by preparing, dating and signing a
new Plan Specification Schedule with respect to
such unit of Employees.
A R T I C L E 18.
The Trust Fund
Section 18 a. The Trust Agreement shall:
i. direct the Trustee to invest all or a primary
portion of the assets of the Trust Fund in Stanley
Stock; and
ii. prohibit the sale to the Company of
unallocated shares of Stanley Stock held in the
Suspense Account.
Section 18 b. The Trustee shall have such powers
as to investment, reinvestment, control
and disbursement of the funds as are
provided in this Plan and the Trust
Agreement.
Section 18 c. The Trustee shall be specifically
authorized to borrow funds at the
direction of the Company (including a
borrowing from the Company) to acquire
Stanley Stock or repay a prior Exempt
Loan incurred to acquire Stanley Stock,
subject to the following conditions:
i. any Exempt Loan and acquisition of Stanley
Stock with the proceeds thereof must be at the
direction of the Company;
ii. the interest rate on such Exempt Loan must be
a reasonable rate of interest;
iii. any collateral pledged to the lender by the
Trustee shall consist only of the Stanley Stock
purchased with the proceeds of such Exempt Loan or
the Stanley Stock used as collateral for a prior
Exempt Loan that is being repaid with the proceeds
of such Exempt Loan;
iv. under the terms of such Exempt Loan, the
lender shall have no recourse against the Trust
<PAGE>
Fund except with respect to the collateral
described in subsection (c), contributions made
hereunder (other than contributions of Stanley
Stock), and earnings attributable to such
collateral and the investment of such
contributions;
v. such Exempt Loan shall be repaid only from
amounts loaned to the Trustee and the proceeds of
such Exempt Loan, from amounts contributed in cash
to the Trust Fund and earnings attributable
thereto, from dividends paid on shares of Stanley
Stock held in the Trust Fund and, effective June
7, 1991, to the extent permitted by law, proceeds
from the sale of collateral for such Exempt Loan;
vi. upon the payment of any portion of the
balance due on such Exempt Loan, a pro rata
portion, as determined under Section 18.4(c) and
Regulations, of the Stanley Stock originally
acquired with the proceeds of the Exempt Loan
shall be released from the Suspense Account; and
vii. in the event of a default under such Exempt
Loan, the value of the assets of the Trust Fund
transferred in satisfaction of the Exempt Loan
shall be taken from the Suspense Account and shall
not exceed the amount of the default.
Section 18 d. Stanley Stock purchased with the
proceeds of an Exempt Loan in accordance
with Section 18.3 shall be held in a
Suspense Account and shall not be
allocated to Participants' Savings
Accounts until released from the
Suspense Account. Stanley Stock
released from the Suspense Account under
subsection (c) shall be allocated to
Participants' Savings Accounts at market
value for the month for which such stock
was released, in accordance with
Articles 4 and 5.
i. Payments of principal and interest under an
Exempt Loan shall be made from the following
sources, in the order listed:
(1) cash dividends paid on shares of Stanley
Stock allocated to Participants' Savings
Accounts;
<PAGE>
(2) cash dividends paid on shares of
Stanley Stock held in the Suspense
Account;
(3) Elective Deferral Contributions;
(4) Company Contributions; and
(5) Employee Contributions.
ii. For each month during the term of an Exempt
Loan, the number of shares acquired with the
proceeds of such Exempt Loan to be released from
the Suspense Account shall equal the number of
shares so acquired and held immediately before
release in the Suspense Account multiplied by a
fraction, the numerator of which is the amount of
principal and interest paid with respect to such
Exempt Loan for the month and the denominator of
which is the principal and interest to be paid in
respect of such Exempt Loan for the current and
all future months. If the interest with respect
to such Exempt Loan is variable, future years'
interest shall be computed by using the interest
rate applicable as of the time the Stanley Stock
is released.
iii. Subject to paragraph (d)(ii), if the market
value of the shares of Stanley Stock released from
the Suspense Account during any Plan Year exceeds
the principal and interest payments made under all
Exempt Loans for the Plan Year, such excess shall
be allocated to the Savings Accounts of
Participants who made Elective Deferral
Contributions and/or Employee Contributions during
the Plan Year and who have Employment Status on
the last day of the Plan Year. Such excess shall
be allocated in the proportion that each such
Participant's Elective Deferral Contributions and
Employee Contributions for the Plan Year bear to
all such Participants' Elective Deferral
Contributions and Employee Contributions for the
Plan Year.
(1) Notwithstanding paragraph (i), in
the event of a change in control of the
Company, the excess described in
paragraph (i) for the Plan Year during
which such change in control occurs
shall be allocated to the Savings
Accounts of all Participants who made
Elective Deferral Contributions and/or
<PAGE>
Employee Contributions during such Plan
Year in the proportion that each such
Participant's Elective Deferral
Contributions and Employee Contributions
for the Plan Year bear to all such
Participants' Elective Deferral
Contributions and Employee Contributions
for the Plan Year. For purposes of this
paragraph, a "change in control of the
Company" shall occur if (A) any "person"
or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as
amended (the "Exchange Act")) is or
becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of
securities of the Company representing
25% or more of the combined voting power
of the Company's then outstanding
securities, other than through a
transaction arranged by, or consummated
with, the prior approval of its Board of
Directors; or (B) during any period of
two consecutive years (not including any
period before the adoption of this
provision), individuals who at the
beginning of such period constitute the
Board of Directors (and any new director
whose election by the Board of Directors
or whose nomination for election by the
Company's stockholders was approved by a
vote of at least two-thirds of the
directors then still in office who
either were directors at the beginning
of such period or whose election or
nomination for election was previously
so approved) cease for any reason to
constitute a majority thereof.
Notwithstanding the provisions of
Article 21, the foregoing provisions of
this paragraph may not be amended,
following a change in control, without
the written consent of 60% (in both
number and interest) of all individuals
described in the first sentence of this
paragraph.
(2) Subject to the limitations of
Article 25, allocations under this
Section 18.4(d) shall be made as of the
last day of the Plan Year and shall be
<PAGE>
treated as Matching Allocations for
purposes of Section 13.2(a).
Section 18 e. If dividends described in Section
18.4(b)(i) are applied during any month
to pay principal and interest under an
Exempt Loan, there shall be allocated to
the Savings Account of each Participant
a number of shares of Stanley Stock
having a market value as of the date of
such allocation equal to the dividend
paid with respect to the Stanley Stock
credited to the Participant's Savings
Account on the record date for such
dividend. If the number of shares of
Stanley Stock released from the Suspense
Account is insufficient to effect the
allocation required by the preceding
sentence, the Company shall make a
contribution to the Trust Fund in an
amount sufficient to enable the Trustee
to purchase the additional shares of
Stanley Stock necessary to effect such
allocation.
i. If, as of the date shares of Stanley Stock
are released from the Suspense Account and
allocated to Participants' Savings Accounts, the
market value of the allocated shares is less than
the aggregate of principal and interest payments
on the relevant Exempt Loan for the month, the
Company shall make a contribution to the Trust
Fund in the amount of the difference.
Section 18 f. In the event the amounts described
in Section 18.4(b) are not sufficient to
pay principal and interest under the
Exempt Loan for the relevant period, the
Company shall contribute the additional
amount necessary to make such payments.
Section 18 g. For purposes of the allocation of
Stanley Stock under Sections 4.2 and
5.2, each share of Stanley Stock shall
be valued at the weighted average
transaction price of a share of Stanley
Stock included in the allocation for the
month. The weighted average transaction
price for any month shall be determined
by calculating the weighted average
price per share of the following:
<PAGE>
i. The value of shares made available during the
month for reallocation as a result of loans,
withdrawals or cash distributions to Participants.
ii. The value of shares released during the month
from the Suspense Account. Subject to paragraph
(ii), the value of shares of Stanley Stock
released shall be determined based on the Closing
Price on the trading day preceding the date on
which the stock is deemed to be released. For
purposes of this section, the Plan Administrator
may, pursuant to a predetermined schedule
consistently applied, deem an equal percentage of
the shares released during a month to have been
released on two or more specified days of the
month (or the trading day next preceding any such
day which is not a trading day).
(1) Effective for Plan Years after
1993, shares of Stanley Stock shall be
released from the Suspense Account once
during a calendar month. The value of
the shares released for a calendar month
during 1994 shall be determined based on
the average of the Closing Price on each
of the twenty trading days immediately
preceding the date on which the shares
are released. The value of the shares
released for a calendar month after 1994
shall be determined based on the average
of the Closing Price on each of the
trading days in such calendar month
preceding the date on which the shares
are released.
iii. The price of shares of Stanley Stock
purchased by the Trustee on the open market for
that month.
iv. The value of all forfeited shares of Stanley
Stock in any month in which forfeited shares are
allocated to accounts. Forfeitures shall be
valued at the Closing Price on the date of
forfeiture.
Section 18 h. The Trustee is authorized, upon the
written direction of the Company, to
sell to the Company at market value
shares of Stanley Stock that have been
allocated to Participants' Savings
Accounts under Articles 4 and 5.
<PAGE>
Section 18 i. Notwithstanding any other
provisions of this Plan that were in
effect before June 7, 1991, the Trustee
shall have sole and complete
responsibility to determine whether (and
at what price and on what terms) to
purchase any Stanley Stock which may be
offered for sale to the Trustee by the
Company. Notwithstanding any other
provisions of this Plan that were in
effect before June 7, 1991, but subject
to the requirements of the Code, the
Trustee is authorized, consistent with
the provisions of Section 18.3 (except
that the Trustee shall not require
direction from the Company), to obtain
an Exempt Loan or Loans and to borrow
money in such amounts and upon such
terms and conditions including the
pledging of any securities or other
property for the repayment of any such
Exempt Loan) as the Trustee, in its sole
discretion, shall deem advisable or
proper in connection with any such offer
from the Company. The Company may
direct the Trustee to take such actions
as the Company shall determine with
respect to the administration of any
such Exempt Loan, including, without
limitation, prepaying such loan.
A R T I C L E 19.
Plan for Exclusive Benefit of Participants
Section 19 a. Except as provided in this Article,
no assets of the Trust Fund shall ever
revert to, or be used or enjoyed by, the
Company or any successor of the Company,
nor shall any such funds or assets ever
be used other than for the payment of
benefits set forth herein or other
expenses described in Section 17.9.
Section 19 b. In the event the Plan Administrator
determines that the Company has
contributed any amount to the Trustee by
mistake of fact, the Plan Administrator
may direct the Trustee in writing to
return to the Company, within one year
-lxxxiv-<PAGE>
after the payment of the contribution,
the lesser of the amount actually
contributed by mistake or its then
current value.
Section 19 c. All contributions hereunder are
made on the condition that they are
deductible under Section 404 of the
Code. If the Internal Revenue Service
shall determine that any portion of the
contributions made for a Plan Year is
not deductible, to the extent that the
deduction is disallowed, the Plan Admin-
istrator shall direct the Trustee to
return to the Company the lesser of such
disallowed portion or its then current
value within one year following the
disallowance of the deduction.
A R T I C L E 20.
Miscellaneous Provisions
Section 20 a. Any provision of this Plan or the
Trust Agreement susceptible to more than
one interpretation shall be interpreted
in a manner that is consistent with this
Plan and the Trust Agreement being an
employees' plan and trust within the
meaning of Sections 401(a), 401(k), 501
and 4975(e)(7) of the Code.
Section 20 b. The Company, the Plan Administrator
and the Trustee shall be discharged from
any liability in acting upon any
representations by an employee of any
fact affecting his status under this
Plan or upon any notice, request,
consent, letter, telegram, telecopy or
other document believed to be genuine,
and to have been signed or sent by the
proper person.
Section 20 c. In the event this Plan merges or
consolidates with another plan or there
is a transfer of assets and liabilities
from one trust to another, each
Participant shall, if this Plan
terminates immediately after the merger,
consolidation or transfer, be entitled
-lxxxv-<PAGE>
to a benefit at least equal to the
benefit he would have been entitled to
receive if this Plan had terminated
immediately before the date of such
merger, consolidation, or transfer. In
any transaction described in the
preceding sentence, the Trust Fund shall
be allocated in accordance with Code
Section 414(l).
Section 20 d. This Plan shall be construed
according to the laws of the state of
Connecticut, except as such laws are
superseded by federal law.
A R T I C L E 21.
Amendment
Section 21 a. The Stanley Works, by resolution
adopted by its Board of Directors or a
committee thereof, shall have the right
to amend this Plan at any time. Subject
to Section 21.3, any such amendment may
be made retroactively effective.
Section 21 b. The Plan Administrator shall have
the right to amend this Plan to meet the
requirements of law or to protect the
rights of Participants.
Section 21 c. Except to the extent required to
qualify this Plan and the Trust
Agreement under Sections 401(a) and 501
of the Code, or as a condition of
continued qualification thereunder, no
amendment shall be made which would have
any of the following effects:
i. Deprive any Beneficiary of a then deceased
Participant of the right to receive the benefits
to which the Beneficiary may be entitled
hereunder.
ii. Deprive any then Retired or Disabled
Participant of the benefits to which he is
entitled hereunder.
iii. Deprive any then Terminated Participant of
the benefits to which he is entitled hereunder.
-lxxxvi-<PAGE>
iv. Deprive any then Participant of any of the
proportionate interest in the Trust Fund to which
he would be entitled were he to terminate
employment on the date of such amendment.
A R T I C L E 22.
Termination of Plan
Section 22 a. The Stanley Works may, by
resolution adopted by its Board of
Directors or a committee thereof,
terminate the Plan for any reason and at
any time.
Section 22 b. Upon the termination of the Plan,
the complete discontinuance of
contributions to the Trust Fund, or the
termination of the liability of the
Company to contribute to the Trust Fund,
the entire vested interest of each
Participant in the Plan shall be
distributed as soon as practicable in
accordance with the provisions of this
Plan, provided that if the Company or
any member of the Affiliated Group
establishes or maintains a successor
plan as described in Section 1.401(k)-
1(d)(3) of the Regulations, no
distribution may be made to a
Participant other than as provided in
Articles 10, 12 and 13. Except as
provided in Article 19, each
Participant, Retired Participant,
Disabled Participant, Terminated
Participant and the Beneficiary of each
deceased Participant shall have a
nonforfeitable right to all funds in his
Savings Account as of the date of such
termination or discontinuance.
i. In the event of the partial termination of
the Plan, the rights of each Participant affected
by such partial termination, including a Retired,
Disabled and Terminated Participant, and each
Beneficiary to the amounts credited to his Savings
Account as of the date of such partial termination
shall be nonforfeitable. Such amounts shall be
distributed in accordance with the provisions of
this Plan.
-lxxxvii-<PAGE>
Section 22 c. The Trustee's fees and expenses of
administration of the Trust Fund and
other expenses incident to the termina-
tion and distribution of the Trust Fund
incurred after the termination of this
Plan and the Trust Agreement shall be
paid from the Trust Fund unless paid by
the Company.
A R T I C L E 23.
Change in Employee Status
Section 23 a. For purposes of this Plan, a
Participant who loses his status as an
Employee either by being transferred to
a nonparticipating facility or by
becoming a member of a unit of employees
covered by a collective bargaining
agreement with the Company that does not
provide for participation in the Plan
shall be entitled to benefits hereunder
in accordance with the following rules:
i. He shall not be eligible to have Elective
Deferral Contributions and Employee Contributions
made on his behalf during his employment in a non-
Employee status.
ii. His Vesting Years shall be determined by
aggregating all of his years of employment with
the Company in Employee and non-Employee status.
iii. His Savings Account shall be held for him by
the Trustee until his retirement, death,
disability or earlier severance from service with
the Company and shall then be paid in accordance
with the provisions of this Plan.
A R T I C L E 24.
Top-Heavy Plan Provisions
Section 24 a. For purposes of this Article:
-lxxxviii-<PAGE>
i. "Top-heavy plan" means this Plan for any Plan
Year beginning after 1983 in which, as of the
determination date:
(a) it is not included in an
aggregation group and the sum of the
account balances of key employees
exceeds 60% of the sum of all account
balances under the Plan; or
(b) it is required to be included in a
top-heavy group.
(1) Except as otherwise provided in
paragraph (iii), paragraph (i)(A) shall
be applied by taking into account
distributions made to any employee or
beneficiary during the five year period
ending on the determination date and any
amount distributed under a terminated
plan which would have been required to
be included in the aggregation group.
(2) Paragraph (i)(A) shall be applied
by disregarding (A) deductible voluntary
contributions; (B) the account balance
of a former key employee (or the
beneficiary of a former key employee)
for all Plan Years after ceasing to be a
key employee; (C) for Plan Years
beginning after December 31, 1984, the
account balance of an individual who has
not performed services for the
Affiliated Group at any time during the
five year period ending on the
determination date; (D) any account
balance attributable to employer
contributions rolled over or transferred
to an individual's Savings Account after
December 31, 1983, which contributions
were originally made to a qualified
retirement plan maintained by an
employer other than a member of the
Affiliated Group or were otherwise
rolled over or transferred into the
Trust Fund at the discretion of the
individual; and (E) benefits paid on
account of death, to the extent such
benefits exceed the individual's account
balance immediately before death. The
account balance of an individual that
has been disregarded under subparagraph
-lxxxix-<PAGE>
(C) shall be taken into account on the
determination date next following the
date on which such individual again
performs services for the Affiliated
Group.
ii. "Top-heavy group" means the aggregation group
which, if viewed as a single plan, would be a top-
heavy plan. For purposes of the preceding
sentence, the determination of the present value
of an accrued benefit shall be based only on the
interest rate and mortality tables used by the
defined benefit retirement plan under which such
benefit accrued. In determining whether the
aggregation group is top-heavy, the accrued
benefits or the account balances of all plans
shall be valued as of the determination dates for
such plans that fall within the same calendar
year. The accrued benefit of any non-key employee
shall be determined for plan years beginning after
1986 under the method, if any, that uniformly
applies for accrual purposes under all defined
benefit plans maintained by the aggregation group
or, if there is no such method, as if such benefit
accrued not more rapidly than under the slowest
accrual rate permitted under the fractional
accrual rule of Section 411(b)(1)(C) of the Code.
iii. "Determination date" means, for this Plan and
any other plan included in the aggregation group,
the last day of such plan's preceding plan year,
or in the case of the first plan year of the plan,
the last day of such plan year.
iv. "Aggregation group" means:
(a) Each qualified defined benefit and
defined contribution retirement plan of
the Affiliated Group in which a key
employee is or was a participant within
the period of five Plan Years ending on
the determination date;
(b) Each other qualified defined
benefit and defined contribution
retirement plan of the Affiliated Group
that enables any plan described in
subparagraph (A) to meet the
qualification requirements of the Code;
and
-xc-<PAGE>
(c) All other qualified defined benefit
or defined contribution retirement plans
of the Affiliated Group elected by the
Plan Administrator that do not cause the
aggregation group to violate the
qualification requirements of the Code.
(1) For purposes of this subsection, a
qualified retirement plan shall include
frozen plans and any terminated plans
which were maintained within the period
of five Plan Years ending on the
determination date.
v. "Key employee" means an employee who, at any
time during the Plan Year containing the
determination date, or during any of the four Plan
Years immediately preceding such Plan Year, was:
(a) An officer of any member of the
Affiliated Group whose earnings exceed
50% of the dollar limitation described
in Code Section 415(b)(1)(A) as adjusted
under Code Section 415(d);
(b) An employee or a self-employed
individual as described in Section
401(c)(1) of the Code having earnings
from the Affiliated Group exceeding the
dollar limitation in effect under
Section 415(c)(1)(A) of the Code for the
calendar year in which the Plan Year
ends and owning an interest in the
Affiliated Group that is both more than
a one-half percent interest in value and
one of the ten largest interests in the
Affiliated Group;
(c) An owner of more than a 5% interest
in a member of the Affiliated Group; or
(d) An owner of more than a 1% interest
in a member of the Affiliated Group
whose earnings from the Affiliated Group
exceed $150,000 for the Plan Year.
(1) For purposes of this subsection,
the term "employee" includes a
terminated, retired, disabled, deceased
or part-time employee, and a leased
employee within the meaning of Code
Section 414(n)(2). A beneficiary of an
-xci-<PAGE>
individual described in this subsection
will be considered to be a key employee.
(2) For purposes of paragraph (i)(A),
if there are more than three officers of
the Affiliated Group, no more than 10%
of all employees of the Affiliated
Group, based on the highest number of
employees within the five Plan Years
preceding the determination date, to a
maximum of 50, shall be treated as
officers. In determining the number of
employees of the Affiliated Group for
purposes of the preceding sentence,
employees described in Section 27.1(f)
shall not be taken into account.
Individuals performing executive
functions for sole proprietorships,
partnerships, associations and trusts
that are members of the Affiliated Group
during Plan Years beginning after
February 28, 1985, shall be treated as
officers.
(3) For purposes of paragraph (i)(B),
if two employees or self-employed
individuals have the same ownership
interest in the Affiliated Group, the
employee or self-employed individual
having the larger annual earnings for
the Plan Year during any part of which
such ownership interest existed shall be
treated as having the larger ownership
interest.
(4) In determining ownership, the
constructive ownership provisions of Section
318 of the Code shall be applied by utilizing
a 5% test in lieu of the 50% test set forth
in subparagraph (a)(2)(C) thereof. The
aggregation rules of Section 414(b), (c), (m)
and (o) of the Code shall not apply for
purposes of determining ownership.
vi. "Non-key employee" means any employee who is
not a key employee.
vii. "Earnings" means (i) for purposes of this
section other than subsection (e), amounts paid to
an individual by any member of the Affiliated
Group for a Plan Year, including salary and wages,
overtime pay, bonuses, commissions and taxable
-xcii-<PAGE>
fringe benefits, but shall not include employer
contributions (including elective amounts deferred
under an arrangement described in Section 401(k)
of the Code) under the Plan or any other plan of
the Affiliated Group or any fringe benefits which
are nontaxable to employees; and (ii) for purposes
of subsection (e), "earnings" as defined in
Section 27.1(d). Except for purposes of
determining status as a key employee under
subsection (e), an individual's earnings for any
year shall be deemed not to exceed $150,000 (or,
for years before 1994, $200,000), as adjusted
under Section 401(a)(17) of the Code.
viii. "Average earnings" means the average of
a Participant's earnings for the five
consecutive years of service which produce
the highest average. In determining average
earnings, any year in the five consecutive
year period in which a year of service was
not earned shall not be counted. If a
Participant has completed less than five
years of service, the average of the earnings
for all years of service shall be used.
Earnings received for years of service
beginning after the close of the last Plan
Year in which the Plan is top-heavy shall be
disregarded.
ix. "Defined benefit minimum" means an annual
retirement benefit (expressed as a single life
annuity beginning at normal retirement date with
no ancillary benefits) derived from contributions
from the Affiliated Group equal to 2% of a non-key
employee's average earnings multiplied by the
number of years of service not in excess of 10.
There shall be taken into account only those years
of service during which the defined benefit
retirement plan or plans in which such non-key
employee participates are included in a top-heavy
group.
x. "Year(s) of service" means the period of
service used to determine the vested percentage of
a Participant's benefits under a defined benefit
or defined contribution retirement plan of any
member of the Affiliated Group.
Section 24 b. Except where provided otherwise,
the following sections of this Article
shall apply for any Plan Year during
which this Plan is a top-heavy plan.
-xciii-<PAGE>
Section 24 c. Subject to subsection (b), there
shall be allocated to the Savings
Account of each non-key employee who is
a Participant in this Plan at the end of
the Plan Year Company contributions and
forfeitures equal to the lesser of (i)
3% of such Participant's earnings for
the Plan Year or (ii) the percentage
amount of earnings allocated or required
to be allocated to the key employee
receiving the highest such percentage
for the Plan Year under this and all
other defined contribution retirement
plans required to be included in an
aggregation group. Clause (ii) of the
preceding sentence shall not apply if
this Plan and a defined benefit
retirement plan are required to be
included in an aggregation group and
this Plan enables such other plan to
meet the qualification requirements of
the Code. Effective for Plan Years
beginning after 1988, Company
contributions on behalf of key employees
that are attributable to amounts
deferred under an arrangement described
in Section 401(k) of the Code shall be
taken into account for purposes of
determining the percentage amount
described in clause (ii) of the first
sentence of this subsection, but such
contributions on behalf of non-key
employees shall not be taken into
account for purposes of satisfying the
requirements of this section. Effective
for Plan Years beginning after 1988,
employer matching contributions (as
defined in Section 6.1(i)) allocated to
a non-key employee that are used to
satisfy the requirements of Section
401(k) or 401(m) of the Code shall not
be treated as Company contributions for
purposes of satisfying the requirements
of this section.
i. If a non-key employee participates in two or
more top-heavy defined benefit and defined
contribution retirement plans of the Affiliated
Group, the minimum contribution requirements of
subsection (a) may be satisfied by combining the
contributions provided under such plans. A non-
key employee who during any Plan Year participates
-xciv-<PAGE>
in one or more top-heavy defined benefit
retirement plans and one or more top-heavy defined
contribution retirement plans of the Affiliated
Group shall receive, in lieu of the amount
required by subsection (a), a benefit accrued
under the defined benefit retirement plan or plans
equal to the defined benefit minimum offset by
employer contributions under the defined
contribution retirement plan or plans.
Section 24 d. If the requirements of subsection
(b) are not satisfied, the dollar
limitations described in Section
25.4(b)(i) and (c)(i) shall not be
multiplied by 125% but shall be
multiplied by 100% and the dollar
limitation in the numerator of the
fraction described in Section
25.4(b)(iii) shall be $41,500.
i. The requirements of this subsection are
satisfied if:
(1) beginning January 1, 1984, a Participant
who participates in one or more top-heavy
defined benefit retirement plans and one or
more top-heavy defined contribution
retirement plans of the aggregation group
does not accrue a benefit or receive an
annual addition under such plans for any
limitation year beginning or ending within
the Plan Year for which such plans are top-
heavy; or
(2) the aggregate present value of the
accrued benefits and account balances for key
employees under all qualified retirement
plans included in the aggregation group
exceeds 60% but does not exceed 90% of the
aggregate present value of the accrued
benefits and account balances for all
employees, and
(a) 3% is substituted for 2% in Section
24.1(i), and 4% is substituted for 3% in
Section 24.3(a)(i).
Section 24 e. The eligibility of a non-key
employee who is a Participant in the
Plan for an allocation under Sections
24.3 and 24.4(b)(ii)(B) shall be
determined without regard to the
-xcv-<PAGE>
following: (a) completion of 1000 Hours
of Service during the applicable Plan
Year or (b) exclusion from participation
or failure to accrue a benefit by reason
of Compensation being less than a stated
amount or failure to make mandatory
contributions for such Plan Year.
Section 24 f. If a Participant has at least one
Hour of Service on or after the first
day of a Plan Year during which this
Plan is a top-heavy Plan, and if the
following schedule would result in
faster vesting for the Participant, it
shall be substituted for the vesting
schedule set forth in Section
13.2(a)(ii):
Less than 2 Vesting Years ................... 0%
At least 2 Vesting Years .................... 20%
At least 3 Vesting Years .................... 40%
At least 4 Vesting Years .................... 60%
At least 5 Vesting Years .................... 80%
At least 6 Vesting Years ....................100%
i. The vesting schedule set forth in subsection
(a) shall apply for all Plan Years commencing with
the Plan Year in which this Plan is a top-heavy
plan.
A R T I C L E 25.
Limitations on Annual Additions
Section 25 a. For purposes of this Article:
i. "Annual additions" means, for each limitation
year, the sum of:
(a) The Elective Deferral
Contributions, Matching Allocations and
Company Contributions made on behalf of
a Participant to this Plan and any other
qualified defined contribution
retirement plan maintained by the
Company or any other member of the
Affiliated Group;
(b) Any forfeitures allocated to a Par-
ticipant under such a plan provided,
-xcvi-<PAGE>
however, that if the Plan satisfies the
requirements of Section 25.3(a),
forfeitures of Stanley Stock purchased
with the proceeds of an Exempt Loan
shall not be considered forfeitures for
purposes of this subparagraph;
(c) The Employee Contributions made by
a Participant to this Plan and any other
qualified retirement plan maintained by
the Company or any member of the
Affiliated Group; and
(d) Any contributions by the Company or
any other member of the Affiliated Group
allocated in years beginning after March
31, 1984, to an individual medical
account as defined in Section 415(l)(2)
of the Code established for a
Participant under any pension or annuity
plan, in the case of a key employee, as
defined in Section 24.1(e), any
contribution by the Company or any other
member of the Affiliated Group paid or
accrued after 1985 to a separate account
in a funded welfare benefit plan, as
defined in Section 419(e) of the Code
established for the purpose of providing
post-retirement medical benefits; and
any allocation under a simplified
employee pension, as defined in Section
408(k) of the Code, maintained by the
Company or any member of the Affiliated
Group.
(1) Neither the actual value of stock
released from the Suspense Account under
Section 18.3 nor, if the Plan satisfies
the requirements of Section 25.3(a),
amounts used to pay interest on an
Exempt Loan which are deductible under
Code Section 404(a)(9)(B) and charged
against the Participant's Savings
Account, shall be treated as annual
additions. The term "annual additions"
shall not include any Elective Deferral
Contributions distributed under Section
4.4, investment earnings allocable to a
Participant, any rollover contributions
described in Article 7 (including any
amounts transferred directly to the
Trustee from another qualified trust),
-xcvii-<PAGE>
amounts recontributed to this Plan under
Section 13.4(c), or payments of
principal and interest on any loan made
to a Participant under Article 11.
(2) For limitation years beginning
before 1987, paragraph (i)(C) shall not
apply, and contributions by a
Participant to plans described in
paragraph (i)(A) shall be treated as
annual additions to the extent of the
lesser of one-half of such contributions
or the amount of such contributions in
excess of 6% of the Participant's
earnings.
ii. "Earnings" means wages, salaries, fees for
professional services, and other amounts received
(whether or not paid in cash) during a limitation
year for personal services actually rendered in
the course of employment with the Company to the
extent that such amounts are includible in gross
income for federal income tax purposes. Earnings
shall include commissions paid to salespeople,
compensation based on profits, commissions on
insurance premiums, tips, bonuses, fringe
benefits, reimbursements or other expense
allowances under a nonaccountable plan (as
described in Section 1.62-2(c) of the
Regulations), and foreign earned income as defined
in Code Section 911(b), whether or not excludable
from gross income under Section 911. Earnings
shall not include:
(1) any amounts (including amounts
contributed at the election of the
Participant under an arrangement
described in Section 401(k) or
408(k)(6) of the Code) contributed
to this Plan or any other employee
benefit plan for which a deduction
is allowed to the Company under
Section 404 of the Code; any
amounts contributed at the election
of the Participant to an employee
benefit plan under an arrangement
described in Section 125 of the
Code; employer contributions under
a simplified employee pension to
the extent excludable from the
income of the Participant; or any
distributions from a plan of
-xcviii-<PAGE>
deferred compensation, except that
amounts received under an unfunded
nonqualified plan of deferred
compensation shall be treated as
earnings in the year in which they
are includible in gross income;
(2) amounts realized from the
exercise of a nonqualified stock
option or by reason of property
subject to Code Section 83 becoming
freely transferable or no longer
subject to a substantial risk of
forfeiture;
(3) amounts realized from the sale,
exchange or other disposition of stock
acquired under a qualified stock option;
and
(4) other amounts that receive special tax
treatment, including premiums for group term
life insurance (to the extent not includible
in the gross income of the Participant) and
employer contributions towards the purchase
of an annuity contract described in Code
Section 403(b) (whether or not excludable
from gross income).
iii. "Excess amount" means the amount credited or
allocated to a Participant in excess of the limits
imposed by Section 25.2 or 25.4.
iv. "Limitation year" means the calendar year
unless otherwise designated by resolution of the
Board of Directors of the Company.
v. "Minimum accrued benefit" means the sum of
the annual retirement benefits accrued by a Par-
ticipant under all qualified defined benefit
retirement plans maintained by the Company or any
other member of the Affiliated Group that were in
effect on May 6, 1986, determined as of the end of
the last limitation year of such plans beginning
before 1987, computed without regard to any
changes in the provisions of such plans after
May 5, 1986. The preceding sentence shall apply
only if the plans described therein individually
and collectively satisfied the requirements of
Section 415 of the Code for all limitation years
beginning before 1987.
-xcix-<PAGE>
vi. "Projected annual retirement benefit" means
the annual benefit to which a Participant would be
entitled under any qualified defined benefit
retirement plan maintained by the Company or any
member of the Affiliated Group, based on the
assumptions that he continues employment until his
normal retirement age, that his earnings continue
at the same rate as in effect in the plan's
limitation year under consideration until his
normal retirement age, and that all other relevant
factors used to determine benefits under the plan
as of the current limitation year of such plan
remain constant for all such future limitation
years.
vii. "Social security retirement age" means a
Participant's retirement age under Section 216(l)
of the Social Security Act determined without
regard to the age increase factor under such
section as if the early retirement age under
paragraph (2) thereof were 62.
Section 25 b. Subject to subsection (b), the
total annual additions credited to any
Participant for any limitation year
beginning after 1986, under this Plan
and any other qualified defined
contribution plan maintained by the
Company or any other member of the
Affiliated Group, shall not exceed the
lesser of 25% of the Participant's
earnings for the limitation year or
$30,000, as adjusted under Section
25.5(a)(ii).
i. For limitation years beginning before
July 12, 1989, the applicable dollar limitation
under this Plan shall equal the sum of:
(1) $30,000, as adjusted under Section
25.5(a)(ii); and
(2) the lesser of:
(a) $30,000, as adjusted under in
Section 25.5(a)(ii); or
(b) the amount of the
S t a n l e y S t o c k
contributed, or purchased
with cash contributed,
and allocated to the
-c-<PAGE>
Participant's account
during the limitation
year.
Section 25 c. The special dollar limitation
described in Section 25.2(b) is subject
to the following conditions:
i. For any limitation year, no more than one-
third of the Elective Deferral Contributions,
Matching Allocations and Company Contributions for
the limitation year which are deductible under
Code Section 404(a)(9) are allocated to the group
of Participants who are Highly Compensated
Employees;
ii. Cash contributions must be contributed to the
Plan no later than 30 days after the time
prescribed by law (including any extensions) for
filing the Company's federal income tax return for
the taxable year within which the applicable
limitation year ends; and
iii. The Stanley Stock must be purchased no later
than 60 days after the close of the period
described in subsection (b).
Section 25 d. In the case of a Participant who is
covered at any time by a qualified
defined benefit retirement plan
maintained by the Company or any other
member of the Affiliated Group, the sum
of the defined contribution fraction
described in subsection (b) and the
defined benefit fraction described in
subsection (c) shall not exceed 1.0.
i. Except as otherwise provided in paragraph
(ii) and subject to paragraph (iii), the defined
contribution fraction is a fraction:
(a) the numerator of which is the sum
of the annual additions for the current
and all prior limitation years,
determined with respect to each such
year under the rules governing the
crediting of annual additions for such
year and computed as of the end of such
year:
(i) credited to the Participant
under any qualified defined
-ci-<PAGE>
contribution retirement plan of the
Company or any other member of the
Affiliated Group, whether or not
terminated,
(ii) attributable to nondeductible
employee contributions to any
defined benefit retirement plan of
the Company or any other member of
the Affiliated Group, whether or
not terminated,
(iii) attributable to any
welfare benefit plan, as
defined in Section 419(e) of
the Code, of the Company or
any other member of the
Affiliated Group, and
(iv) attributable to any individual
medical account, as defined in
Section 415(l)(2) of the Code,
maintained by the Company or any
other member of the Affiliated
Group; and
(b) the denominator of which is the sum
of the lesser of the following amounts,
computed for each limitation year as of
the end of such year and including
limitation years when the individual was
not a Participant as a result of
ineligibility to participate or because
the Company did not maintain a defined
contribution plan:
(i) 125% of the defined
contribution dollar limitation in
effect for such limitation year, or
(ii) 35% of the Participant's
earnings for the limitation year.
(1) In the case of an individual who
was a participant as of the end of the
first day of the first limitation year
beginning after 1986 in any qualified
defined contribution plan of the Company
or any other member of the Affiliated
Group that was in effect on May 6, 1986,
if the sum of the fraction described in
this subsection (b) and the fraction
-cii-<PAGE>
described in subsection (c) would
otherwise exceed 1.0, the numerator of
the fraction described in this
subsection shall be adjusted by
permanently subtracting therefrom an
amount equal to the product of (A) the
excess of the sum of such fractions over
1.0 and (B) the denominator of the
fraction described in this subsection.
For purposes of the adjustment described
in the preceding sentence, the
applicable fractions shall be computed
as of the end of the last limitation
year beginning before 1987, but using
the limitation under Code Section 415
applicable to the first limitation year
beginning after 1986, and without regard
to any change made after May 5, 1986, in
the provisions of the plans taken into
account under this paragraph.
(2) At the election of the Plan
Administrator, with respect to any
limitation year ending after 1982, the
denominator of the defined contribution
fraction of each Participant for all
limitation years ending before 1983
shall be an amount equal to the product
of:
(a) the denominator of the defined
contribution fraction for the limitation
year ending in 1982 (computed under
Section 415(e)(3)(B) of the Code as in
effect for such year), and
(b) a fraction, the numerator of which
is the lesser of $51,875 or 35% of the
earnings of the Participant for the
limitation year ending in 1981, and the
denominator of which is the lesser of
$41,500 or 25% of the earnings of the
Participant for the limitation year
ending in 1981.
(3) For purposes of paragraph (i), the
annual addition for any limitation year
beginning before 1987 shall not be
recomputed to treat all employee
contributions as annual additions.
-ciii-<PAGE>
ii. Subject to paragraph (ii), the defined
benefit fraction is a fraction:
(a) the numerator of which is the sum
of the Participant's projected annual
retirement benefits under each qualified
defined benefit retirement plan of the
Company or any other member of the
Affiliated Group, whether or not
terminated, determined as of the end of
the limitation year; and
(b) the denominator of which is the
lesser of:
(i) 125% of $90,000 (or, in the
case of benefits commencing before
or after the Social Security
retirement age, the actuarial
equivalent of such amount), as
adjusted under Section 25.5(a), or
(ii) 140% of the Participant's
average earnings for the highest
three consecutive limitation years,
as adjusted under Section 25.5(b).
(1) If a Participant was a participant
as of the first day of the first
limitation year beginning after 1986 in
any qualified defined benefit retirement
plan of the Company or any other member
of the Affiliated Group that was in
effect on May 6, 1986, the denominator
of the defined benefit fraction shall
not be less than 125% of such
Participant's minimum accrued benefit.
Section 25 e. The dollar limitation referred to
in Section 25.4(c)(i)(B)(1) shall be
adjusted after 1987 in accordance with
Regulations for increases in the cost of
living using the last calendar quarter
of 1986 as the base period.
(1) When the defined benefit dollar
limitation, as adjusted under Section
25.5(a)(i), exceeds $120,000, the
defined contribution dollar limitation
referred to in Section 25.2 for a
limitation year shall thereafter be
equal to 1/4 of the defined benefit
-civ-<PAGE>
dollar limitation in effect for the
limitation year.
i. In the case of a Participant whose employment
with the Company has been severed, the amount of
average earnings described in Section
25.4(c)(i)(B)(2) shall be adjusted annually by
multiplying such amount by a fraction, the
numerator of which is the adjusted dollar
limitation described in Section 25.2 for the
limitation year for which such adjustment is being
made and the denominator of which is the adjusted
dollar limitation in effect for the year in which
severance from service occurred. For purposes of
this subsection, in the case of a Participant
whose employment with the Company was severed
before 1974, the denominator of the applicable
fraction shall be determined in accordance with
rules prescribed by the Commissioner of Internal
Revenue.
ii. If the Company or any other member of the
Affiliated Group maintains a qualified defined
benefit retirement plan providing any post-
retirement ancillary benefits (other than a
qualified joint and survivor annuity with the
Participant's spouse), the denominator referred to
in Section 25.4(c) shall be adjusted in accordance
with Regulations.
Section 25 f. If an excess amount is determined
for any Participant for any limitation
year, such excess amount shall be
eliminated in the following manner:
i. First, the benefit accrued by the Participant
under the Retirement Plan shall be reduced.
ii. Second, the Matching Allocations credited to
the Participant's Savings Account shall be set
aside in a suspense account and applied to satisfy
the Matching Allocations for the next limitation
year (and for each succeeding limitation year, as
necessary).
iii. Third, the Elective Deferral Contributions
credited to the Participant's Savings Account
shall be distributed to the Participant.
iv. Fourth, the Company contributions credited to
the Participant's pension account under the
-cv-<PAGE>
Pension Plan for Salaried Employees of The Stanley
Works shall be returned to the Company.
For purposes of this Section 25.6, the Matching Allocations to be
applied in the following Plan Year and the amounts to be returned
to the Company shall be the amounts actually allocated for the
Plan Year.
A R T I C L E 26.
Diversification Elections by Qualified Participants
Section 26 a. For purposes of this Article, the
following terms shall have the meanings
set forth below:
i. "Qualified Participant" means a Participant,
including a Retired, Terminated or Disabled
Participant, who has attained 55 years of age and
has completed at least ten years of participation
in the Plan. If the terms of a domestic relations
order which has been found to be qualified in
accordance with Section 16.5 so provide, the
alternate payee of a qualified Participant shall,
for purposes of this Article, be deemed to be a
qualified Participant with a Savings Account to
which has been allocated the number of shares
assigned to the alternate payee under such order.
ii. "Qualified election period" means the five
Plan Year period beginning with the Plan Year in
which an individual first becomes a qualified
Participant.
iii. "Eligible shares" means the shares of Stanley
Stock acquired by or contributed to the Plan after
December 31, 1986 and allocated to the qualified
Participant's Savings Account.
iv. "Allocation date" means the last date in each
Plan Year in the qualified election period as of
which shares are allocated to the Savings
Accounts.
Section 26 b. Subject to subsections (b)(iii) and
(iv), for each year in the qualified
election period, a qualified Participant
may direct that all, or a portion
specified in whole multiples of 20% not
to exceed 100%, of the number of
-cvi-<PAGE>
eligible shares determined under
subsection (b) shall be distributed to
the qualified Participant in accordance
with Section 26.4.
i. The number of eligible shares in a qualified
Participant's Savings Account that is subject to
an election under subsection (a) for each of the
first four Plan Years in the qualified election
period is equal to:
(a) 25% of the total number of eligible
shares that have ever been allocated to
such Savings Account on or before the
most recent allocation date (other than
shares assigned from the qualified
Participant's Savings Account to an
alternate payee under a qualified
domestic relations order),
reduced by
(b) the number of eligible shares
previously distributed to such qualified
Participant in accordance with an
election under subsection (a).
(1) The number of eligible shares in a
qualified Participant's Savings Account
that is subject to an election under
subsection (a) for the fifth Plan Year
in the qualified election period shall
be determined by substituting "50%" for
"25%" in paragraph (i)(A) hereof.
(2) If the value of the eligible shares
in a qualified Participant's Savings
Account does not exceed $500 for the
first Plan Year in the qualified
election period, no election under
subsection (a) shall be available to
such qualified Participant until the
value of such shares exceeds $500 in the
qualified election period. For purposes
of the preceding sentence, the value of
the eligible shares allocated to a
qualified Participant's Savings Account
shall be determined as of the last
Valuation Date in each Plan Year in the
qualified election period and shall
include shares held under all employee
stock ownership plans and tax credit
-cvii-<PAGE>
employee stock ownership plans
maintained by the Company and by any
other member of the Affiliated Group.
If the value of the eligible shares in a
qualified Participant's Savings Account
exceeds $500 as of any such Valuation
Date in the qualified election period,
such value shall be deemed, for purposes
of this subsection, to exceed $500 at
all times thereafter in the qualified
election period.
(3) If the number of shares subject to
an election under subsection (b) or the
portion thereof elected by the qualified
Participant under subsection (a)
includes a fractional share, such share
shall be rounded to the nearest whole
number (with .50 or greater rounded up
to a whole share).
Section 26 c. Subject to Section 26.2(b)(iii),
the Plan Administrator shall notify each
qualified Participant of his right to
elect a distribution under Section
26.2(a) and shall permit such individual
to make an election during the 90-day
period after the end of each of the five
Plan Years in the qualified election
period. An election shall be made on a
form furnished by and filed with the
Plan Administrator and shall contain the
consent of the qualified Participant's
spouse to the distribution. A qualified
Participant shall be permitted to revoke
an election or make a new election at
any time during the 90-day election
period.
Section 26 d. No more than 90 days after the last
day of each election period described in
Section 26.3, the Plan Administrator
shall, in accordance with the election
made by the qualified Participant and
subject to Sections 26.5 and 26.6,
distribute to such Participant in cash
or in shares of Stanley Stock the
portion of the eligible shares that such
Participant has elected to receive. If
the qualified Participant elects to
receive cash, the shares shall be valued
as of the Valuation Date on which the
-cviii-<PAGE>
Plan Administrator receives the
completed election form. If the
qualified Participant fails to file an
election within the 90-day election
period or the spouse of such Participant
does not consent to the distribution
during such period, the portion of such
Participant's Savings Account that is
subject to such election shall remain
invested in Stanley Stock.
Section 26 e. Subject to subsection (b), the
portion of a qualified Participant's
Savings Account which is to be
distributed under Section 26.2 at the
direction of such individual shall be
taken from his Savings Account from the
sources of funds in the order set forth
in paragraphs (i) through (vi) of
Section 11.1(b), to the extent invested
in eligible shares.
i. A distribution under this Article which is to
be made to a qualified Participant while he has
Employment Status and before the date on which he
attains age 59-1/2 shall not include any amount in
the qualified Participant's Savings Account
attributable to his Elective Deferral
Contributions. In addition, a distribution which
is to be made to a qualified Participant while he
has Employment Status and before he attains the
Normal Retirement Date shall not include any
amounts attributable to his Net Contributory
Pension Benefit. In the event that the number of
eligible shares (exclusive of shares attributable
to the qualified Participant's Elective Deferral
Contributions and Net Contributory Pension
Benefit) is insufficient to effect the
distribution elected by the qualified Participant
under Section 26.2, this Plan shall immediately be
amended to permit the direction of investments by
qualified Participants in accordance with Code
Section 401(a)(28)(B)(ii)(II).
Section 26 f. A qualified Participant who elects
to receive a distribution under Section
26.2 may direct that all of such
distribution be made in a direct
rollover in accordance with Section 7.4.
-cix-<PAGE>
A R T I C L E 27.
Determination of Highly Compensated, Super Highly Compensated
and Leased Employee Status
Section 27 a. Subject to subsections (b) through
(i), a Highly Compensated Employee is an
individual who is a common law employee
of the Company and who:
(1) owns more than a 5% interest in the
Company or any other member of the Affiliated
Group; or
(2) receives earnings from the
Affiliated Group in excess of $75,000;
or
(3) receives earnings from the
Affiliated Group in excess of $50,000
and is included in the 20% of employees
who receive the highest earnings from
the Affiliated Group; or
(4) is an officer of the Company or any
other member of the Affiliated Group, or
is an individual performing executive
functions for a sole proprietorship,
partnership, association or trust that
is a member of the Affiliated Group,
whose earnings exceed 50% of the defined
benefit dollar limitation referred to in
Code Section 415(b)(1)(A), as adjusted
under Code Section 415(d)(1).
i. An individual's status as a Highly
Compensated Employee shall be determined by
reference to the preceding Plan Year, except that
an individual shall be considered a Highly
Compensated Employee if, during the current Plan
Year, such individual is described in subsection
(a)(i), or such individual is described in
subsection (a)(ii), (a)(iii) or (a)(iv) and is one
of the 100 highest paid employees of the
Affiliated Group.
ii. In determining whether an individual owns
more than a 5% interest in the Company or any
other member of the Affiliated Group, the
constructive ownership provisions of Section 318
of the Code shall be applied by utilizing a 5%
-cx-<PAGE>
test in lieu of the 50% test set forth in
subparagraph (a)(2)(C) thereof.
iii. The term "earnings" in subsection (a) means
the sum of (i) earnings as defined in Section
25.1(b), and (ii) elective or salary reduction
contributions by the Company and any other member
of the Affiliated Group that are not includible in
the gross income of the employee under Section 125
or 402(e)(3) of the Code.
iv. The dollar limitations referred to in
subsections (a)(ii) and (a)(iii) shall be adjusted
in accordance with Regulations for increases in
the cost of living.
v. When determining the number of employees in
the Affiliated Group for purposes of determining
the 20% of employees who receive the highest
earnings, the following individuals shall be
disregarded:
(1) Employees who have less than six months
of service;
(2) Employees who are under age 21;
(3) Employees who normally work less
than six months per year;
(4) Employees who normally work less
than 17-1/2 hours per week; and
(5) Employees who are included in a unit of
employees covered by a collective bargaining
agreement, but only if (1) at least 90% of
the individuals employed by the Affiliated
Group are covered by collective bargaining
agreements, and (2) the Plan excludes from
coverage individuals covered by such
agreements.
vi. Individuals who are nonresident aliens
without U.S.-source earned income from the
Affiliated Group shall be disregarded.
vii. For purposes of subsection (a)(iv), if there
are more than three officers of the Affiliated
Group, no more than 10% of the employees of the
Affiliated Group, to a maximum of 50, shall be
treated as officers, except that if no individual
is described in such subsection, the highest paid
-cxi-<PAGE>
officer of the Affiliated Group who is a
Participant shall be treated as a Highly
Compensated Employee. In determining the number
of employees of the Affiliated Group for purposes
of the preceding sentence, employees described in
subsection (e) shall not be taken into account.
viii. The determination of who is a Highly
Compensated Employee shall be made in
accordance with Section 414(q) of the Code
and the Regulations thereunder.
Section 27 b. The Compensation of a Super Highly
Compensated Employee shall be computed
under the family member aggregation
rules of Section 414(q)(6) of the Code,
except that in applying such rules for
purposes of the dollar limitation under
Section 401(a)(17) of the Code, the term
"family" shall include only the spouse
of the individual and lineal descendants
who have not attained 19 years of age
before the end of the applicable Plan
Year. If, for purposes of the dollar
limitation under Section 401(a)(17) of
the Code, the Compensation of a Super
Highly Compensated Employee has been
computed taking into account the
earnings of family members and the
amount so computed exceeds such
limitation, such limitation shall be
allocated among such Super Highly
Compensated Employee and such family
members in the proportion that each such
individual's Compensation, determined
without regard to this section, bears to
the aggregate Compensation, determined
without regard to this Section, of all
such individuals.
i. For purposes of the allocation described in
Section 5.6, Participants who are family members
of a Super Highly Compensated Employee shall not
be treated as separate Participants, and such
Super Highly Compensated Employee and such family
members shall be treated as a single Participant.
The amount allocated as a result of the
application of the preceding sentence shall be
allocated to the Savings Accounts of such Super
Highly Compensated Employee and family members in
the proportion that each such individual's
Compensation, determined without regard to the
-cxii-<PAGE>
aggregation required by subsection (a) of this
Section 27.2 but subject to the limitation set
forth in the last sentence of such subsection,
bears to the aggregate such Compensation of all
such individuals. For purposes of this subsection
(b), the term "family members" means a spouse,
lineal ascendants and descendants, and the spouses
of lineal ascendants and descendants.
Section 27 c. Subject to subsection (b), a Leased
Employee is an individual who performs
services for any member of the
Affiliated Group, other than as a common
law employee, if:
(1) such services are provided
under a written or oral agreement
between a member of the Affiliated
Group and any other person;
(2) the individual has performed during
any consecutive 12-month period (A) at
least 1,500 Hours of Service for the
Affiliated Group or (B) a number of
Hours of Service which is at least 501
and which is at least equal to 75% of
the median Hours of Service that are
customarily performed by any employee of
the Affiliated Group in the particular
position; and
(3) such services are of a type which
historically have been performed by
employees of organizations in the same
business field as the entity for which
such services are provided.
i. An individual shall not be considered a
Leased Employee if:
(1) such individual participates in a money
purchase pension plan providing: (A) a
nonintegrated employer contribution at a rate
not less than 10% of the individual's
earnings, as defined in Section 25.1(b), but
including amounts contributed pursuant to a
salary reduction agreement that are
excludable from the individual's gross income
under Section 125, 402(e)(3), 402(h) or
403(b) of the Code, (B) immediate
participation and (C) full and immediate
vesting; and
-cxiii-<PAGE>
(2) Leased Employees, determined
without regard to this sentence, do not
constitute more than 20% of the
nonhighly compensated work force of the
Affiliated Group.
Dated this 26th day of September, 1994.
THE STANLEY WORKS
By /s/ Brenda J. Bemben
Title: Asst. General Counsel
and Asst. Secretary
[f:\fallon\stanley\stanley.con]
00840.000/54820
<TABLE>
APPENDIX A
THE STANLEY WORKS
401(k) SAVINGS PLAN
PARTICIPATING LOCATIONS AFTER 1988
<CAPTION>
Effective Date Effective Date Predecessor
Location Salaried E'ees Hourly E'ees Employer(s)
The Stanley Works
<S> <C> <C> <C>
New Britain, CT 01/01/84 01/01/92
Farmington, CT 01/01/84 01/01/92
Stanley Tools Division
Shaftsbury, VT 01/01/84 10/01/92
Pulaski, TN 01/01/84 01/01/86
Pittsfield, VT 01/01/84 01/01/86
York, PA 01/01/84 07/01/86 Penn. Saw Co.
Cheraw, SC 01/01/84 01/01/86
Royersford, PA 01/01/84 01/01/84
S.A. Wetty & Sons, Inc. &
SAW Plastics, Inc.
Shelbyville, TN 01/01/84 01/01/86
Wichita Falls, TX 05/01/84 05/01/84 Ingersoll-Rand Co.
Worcester, MA 01/01/90 01/01/90 The Parker Group, Inc.,
Plasticom, Inc. &
King Fastener Co.
Charlotte, NC 01/01/84 01/01/84
New Britain, CT 01/01/84 01/01/92
Costa Mesa, CA 01/01/84 01/01/84
Kansas City, KS 05/01/92 01/01/94 AXIA, Inc.
Junction City, KS 05/01/92 05/01/92
00840.000/54820<PAGE>
Napa, CA 05/01/92 -
Jensen Tools, Inc.
Phoenix, AZ 05/01/92 - AXIA, Inc.
New Castle, DE 05/01/92 -
Proto Industrial Tools Div.
Covington, OH 05/01/84 -
Air Tools Division
Cleveland, OH 01/01/84 -
Hydraulic Tools Division
Clackamas, OR 01/01/84 01/01/86 Ackley Mfg. Co. &
Hydraulic Energy Devices
LaBounty Mfg., Inc.
Two Harbors, MN 04/01/92 04/01/92 LaBounty Mfg., Inc.
National Hand Tool Division
Dallas, TX 07/01/88 -
National Hand Tool Corp. &
Chiro Tool Mfg. Corp.
Hardware Division
New Britain, CT 01/01/84 01/01/92
K.C. Dist. Center 01/01/84 01/01/92
Richmond, VA 01/01/84 -
San Dimas, CA 01/01/89 01/01/89 Acme General Corp.
Gray, TN 10/01/92 10/01/92 Ideal Security
Monarch Mirror Door,
Company, Inc.
Tupelo, MS 05/01/92 05/01/92 Wondura Products,
Chatsworth, CA 05/01/92 -
Monarch Mirror Door
& Monarch Norcal
Stanley Engineered
Components
New Britain, CT 01/01/84 01/01/87
00840.000/54820 -cxvi-<PAGE>
The Stanley Mfg.
Technology Center
Dallas, TX 01/01/84 01/01/90
National Hand Tool Corp. &
Chiro Tool Mfg. Corp.
Stanley Vidmar, Inc.
Allentown, PA 01/01/84 01/01/86
Stanley Vidmar Systems, Inc.
Cincinnati, OH 09/01/86 -
ESSCORP
The Farmington River
Power Company
Windsor, CT 01/01/84 01/01/86
Stanley Door Systems, Inc.
Birmingham, MI 01/01/84 07/01/92
Berry Industries
Troy, MI 01/01/84 01/01/84
Orlando, FL 01/01/84 01/01/84
Winchester, VA 01/01/84 01/01/84
Rancho Cucamonga, CA 01/01/84 01/01/84
Stanley Home Automation, Inc.
Detroit, MI 01/01/84 04/01/87
Vemco Products, Inc. Covington, OH
01/01/84 07/01/86
Stanley Electronics
Novi, MI 01/01/84 01/01/87
Multi-Elmac Co.
Stanley Magic Door, Inc.
Farmington, CT 01/01/84 01/01/92 Jed Products Co.
New Britain, CT 01/01/84 01/01/92
00840.000/54820 -cxvii-<PAGE>
Columbia, MD 01/01/84 07/01/86
Chicago, IL 01/01/84 01/01/91
Cleveland, OH 01/01/84 -
Detroit, MI 01/01/84 -
Houston, TX 01/01/84 -
Indianapolis, IN 01/01/84 -
Los Angeles, CA 01/01/84 -
Newark, NJ 01/01/84 -
Orlando, FL 01/01/84 -
Rock Island, IL 01/01/84 01/01/86
San Francisco, CA 01/01/84 -
Saxonville, MA 01/01/84 08/01/86
Seattle, WA 01/01/84 -
St. Louis, MO 01/01/84 07/01/93
Glaziers Union - 01/01/93
Magic Door Div.
Farmington, CT 01/01/84 01/01/92
Mac Tools, Inc.
Wash. Crt. House, OH 01/01/84 01/01/84
Mac Tools, Inc.
Columbus, OH 01/01/84 01/01/86
Georgetown, OH 01/01/84 01/01/86
Sabina, OH 01/01/84 01/01/84
Sacramento, CA 01/01/84 03/01/86
Oklahoma City, OK 01/01/84 01/01/84
O'Fallon, MO 10/01/89 01/01/92 Am. Pnuematic
Technolgies, Inc.
Stanley Inter-America
Dist. Center, Inc.
Miami, FL 01/01/84 01/01/86
General Rental Co., Inc.,
Taylor Rental Center, Inc.
& Taylor Rental Corp. 01/01/85 - Taylor Rental Corp.
00840.000/54820 -cxviii-<PAGE>
J.B. Supplies, Inc.
Minneapolis, MN 01/01/92 01/01/92* J.B. Supplies, Inc.
Rosemont, IL 01/01/92 01/01/92*
*Grandfathered employees only
Stanley-Bostitch, Inc.
East Greenwich, RI 02/22/86 02/22/86 Textron, Inc. & Sutton Landis
Clinton, CT, 02/22/86 02/22/86
Visalia, CA 02/22/86 02/22/86
Atlanta, GA 02/22/86 02/22/86
U.S. Sales & Dist. Centers 02/22/86 02/22/86
Fullerton, CA 02/22/86 02/22/86
Textron, Inc.
Skokie, IL 07/01/87 01/01/90 Hartco Company
Shelbyville, IN 03/01/89 03/01/89 Spenax Corp.
Taunton, MA 05/01/90 05/01/90 Creative Eng., Inc.
Hamlet, NC 01/01/91 01/01/91 BeA Fasteners, Inc.
King Fastener 01/01/90 01/01/90 The Parker Group, Inc.,
Plasticom, Inc. &
King Fastener Co.
Puerto Rico 02/22/86 -
Halstead Enterprises, Inc.
Rancho Cucamonga, CA 06/01/88 01/01/90 Halstead Enter., Inc.
Sanford, NC 07/01/88 01/01/90 Halstead Enter., Inc.
</TABLE>
Dated this 26th day of September, 1994.
THE STANLEY WORKS
By/s/ Brenda J. Bemben
Title: Asst. General Counsel
and Asst. Secretary
00840.000/54820
