Exhibit 10.1

                        SUMMARY OF MATERIAL TERMS OF THE
                 2005 MANAGEMENT INCENTIVE COMPENSATION PROGRAM

The 2005 Management Incentive Compensation Program (the Program) provides for
the payment of annual bonuses to management and other key employees of The
Stanley Works, including The Stanley Work's Chief Executive Officer and other
four most highly compensated executive officers. The Program is designed to
achieve the following:

         o    Link company and division performance with the compensation of key
              executives;

         o    Provide significant financial incentives to exceed the Company's
              performance commitments;

         o    Promote and reward teams that are clearly focused on common goals;
              and

         o    Recognize individual achievement.

The Program provides each eligible participant an opportunity to earn an annual
cash bonus for fiscal year 2005 equal to a percentage of the participant's
annual base salary at the rate in effect on December 31, 2004. Each participant
has the opportunity to earn a threshold, target or maximum bonus amount that is
contingent upon achieving the financial and individual performance goals
established under the Program and described below. A significant percentage of
the potential 2005 bonus for participants based in specific divisions is tied to
the performance of that division, with the balance of such bonus tied to
corporate performance. 2005 Bonuses for participants fulfilling corporate, but
not divisional, functions, are dependent on achieving the established corporate
goals and will not be affected by results of particular divisions. Bonus amounts
based on results that fall between the threshold and the target level or the
target and the maximum level are prorated.

The performance criteria under the Program are based on achievement in fiscal
2005 of corporate earnings per share, sales growth and cash flow multiple
targets, as well as individual performance goals and, for participants based in
specific divisions, additional divisional performance criteria and goals.

The range of potential bonus payments for 2005 to our Chief Executive Officer
and other four most highly compensated executive officers, expressed as a
percentage of their eligible salary, for achievement of threshold performance is
25% - 50%, for achievement of target performance is 50% - 100%, and for
achievement of maximum performance is 100% - 200%.