EXHIBIT (10)(ix)(a)
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Amended and Restated Effective--September 19, 2001

THE STANLEY WORKS

SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM

The Supplemental Executive Retirement Program ("SERP")
provides a supplemental retirement benefit to its Participants. As explained
below, this supplemental benefit is a supplement to the benefits (including the
"cornerstone account" benefit) under Stanley's pension plans.

1. TARGET BENEFIT. The "Target Benefit" for a Participant,
expressed as a life annuity equal to a percentage of Average Pay and subject to
discount and to certain Offsets, will be based on years of service according to
the following schedule.

3% for each of the first 5 years
2% for each of the next 15 years
1% for each of the 5 years thereafter

For example, upon a Participant's retiring at age 60 after 20 years of service,
the Participant's Target Benefit would be 45% of Average Pay.

2. TERMINATION PRIOR TO AGE 60.

(a) TERMINATION BEFORE ATTAINMENT OF AGE 54 AND COMPLETION
OF FIVE YEARS OF PRE-PARTICIPATION SERVICE. No SERP benefit will be paid to or
on behalf of any Participant whose employment terminates, other than by reason
of his or her death or permanent and total disability, before the attainment of
age 54 and completion of five Years of Pre-Participation Service.

(b) DISCOUNT FOR RETIREMENT BEFORE AGE 60. For each month
prior to age 60 that the Participant retires, the Target Benefit will be reduced
.167% (i.e., 2% per year). For example, a Participant who retires at age 55
after 20 years of service would have a benefit, before Offsets, equal to 90% of
the Target Benefit, or 40.5% (45% x 90% = 40.5%) of Average Pay.

3. DISABILITY. SERP benefit payments will be made to any
Participant who terminates employment by reason of his or her permanent and
total disability after attainment of age 50 and completion of five Years of
Pre-Participation Service. No SERP benefit payments will be made to any
Participant who terminates employment due to disability before the attainment of
age 50 and completion of five Years of Pre-Participation Service. In the event
of SERP disability payments prior to age 60, benefit payments will be reduced in
accordance with the formula set forth in section 2(b).

4. DEATH.

(a) DEATH BEFORE ATTAINMENT OF AGE 50. No SERP benefit
payments will be made on behalf of any Participant who dies before age 50 and
completion of five Years of Pre-Participation Service.

(b) DEATH AFTER ATTAINMENT OF AGE 50 AND COMPLETION OF FIVE
YEARS OF PRE-PARTICIPATION SERVICE AND BEFORE SERP PAYMENTS COMMENCE. The SERP
death benefit shall be provided for a Participant who dies after attainment of
age 50 and completion of five Years of Pre-Participation Service and before
payment of his or her SERP benefit has begun. The SERP death benefit shall be
paid to the Participant's beneficiary as a life annuity, unless a timely
election was made by the Participant to receive a lump sum payment. The SERP
death benefit shall equal his or her Target Benefit reduced by .167% per month
for each month that the date of payment of the death benefit precedes age 60 and
subject to the death benefit offsets provided under the plans described in
Section 5 (a).

(c) DEATH AFTER SERP PAYMENTS COMMENCE. In the case of a
Participant who was married on the benefit commencement date and dies after SERP
benefit payments have commenced under a 100% joint and survivor annuity, benefit
payments will continue under that annuity to the surviving spouse. Otherwise, no
death benefit will be paid in the event of the death of a Participant who was
married on the benefit commencement date and dies after payments have commenced.
Upon the death of a Participant who was unmarried on the benefit commencement
date and dies after SERP benefit payments have commenced under a single life
annuity pursuant to which the total annuity payments made to the Participant are
less than the actuarial equivalent lump sum payment amount that would have been
distributed to the Participant as of the benefit commencement date, a lump sum
death benefit equal to the excess of such lump sum amount over the total amount
of annuity payments made to the Participant will be paid to the Participant's
beneficiary. Otherwise, no death benefit will be paid in the event of the death
of a Participant who was unmarried on the benefit commencement date and dies
after payments have commenced.

5. OFFSETS. The benefit otherwise payable under the SERP as
explained in sections 1, 2, 3 and 4 will be reduced by the "Offsets" described
in sections 5(a), 5(b) and 5(c), resulting in the benefit net of Offsets:

(a) the benefit under Stanley's pension plans, including
pension benefits restored by Stanley's excess benefit plan and cornerstone
account benefits provided under Stanley's account value plan and excess benefit
plan;

(b) the Participant's Social Security retirement
benefit(1); and

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(1) If the Participant retires prior to being eligible for Social Security, the
Social Security benefit offset will not commence until the Participant is
eligible for Social Security benefits. For example, for a retirement in 1997 by
a Participant who is 60 years old, there would be no Social Security offset
until the Participant is age 62, the age of eligibility for Social Security. The
estimated Social Security benefit will be determined payable at age 62 or at the
Participant's attained age if older than age 62 and assuming no earnings after
termination of employment with Stanley.

6. PARTICIPANTS. The employees eligible to participate in the
SERP will be Stanley's chief executive officer and such other executives not to
exceed 24 as shall be designated by the chief executive officer and whose names
shall be filed with the records of the Compensation and Organization Committee
(the "Committee") of Stanley's Board ("Eligible Employees"). An Eligible
Employee will become a Participant in the SERP upon reaching age 50 and
completing five years of service with Stanley as an Eligible Employee ("Years of
Pre-Participation Service").

7. TIME FOR PAYING BENEFITS; FORM OF PAYMENT. Amounts payable
under sections 2, 3 and 4 of the SERP will be distributed upon retirement,
death, permanent and total disability, whichever is applicable. The form of
payment of benefits under the SERP of a Participant who is married on the
benefit commencement date will be a 100% joint and survivor annuity with the
Participant's spouse, unless a timely election is made by the Participant to
receive a single life annuity or an actuarially adjusted lump sum payment. The
form of payment of benefits under the SERP of a Participant who is unmarried on
the benefit commencement date will be a single life annuity unless a timely
election is made by the Participant to receive an actuarially adjusted lump sum
payment. A 100% joint and survivor annuity or an actuarially adjusted lump sum
payment will be computed in accordance with the Appendix A attached hereto. To
be timely, an election to receive a payment in a form other than the normal form
of payment must be made in writing prior to the beginning of the one-year period
preceding the date on which the Participant dies, becomes permanently and
totally disabled, or otherwise separates from service. An election made after
the beginning of such one-year period will be considered timely only with the
approval of the Committee.

8. AVERAGE PAY. Average pay will be one-third of the
Participant's highest total pay (salary and management incentive) as measured
for purposes of Stanley's pension plan (including the restoration of pension
benefits by Stanley's excess benefit plan) for any consecutive 36-month period,
calculated as if pay continued to be measured under the pension plan after May
31, 2001.

9. DEATH BENEFICIARY. Any benefit payable upon a Participant's
death to anyone other than the Participant's spouse will be paid to the
beneficiary determined under Stanley's qualified account value plan unless the
Participant designated in writing a different beneficiary to receive such
benefit.

10. MISCELLANEOUS.

(a) AMENDMENT. The Committee may at any time amend the
SERP so long as the benefits of no one then a Participant are diminished as a
result.

(b) ADMINISTRATION OF THE SERP. The SERP will be
administered by the Committee. The Committee is vested with full authority
(including full discretionary authority) to administer, interpret, and make
rules regarding the SERP as it may deem advisable and to make determinations in
its discretion that shall be final, binding, and conclusive upon all

persons. No member of the Board of Directors or the Committee will be liable
for any action or determination made in good faith with respect to the SERP.

(c) GOVERNING TEXT. The SERP, including any
amendments, will constitute the entire agreement between Stanley and any
Participant or beneficiary regarding the subject matter of the SERP. The SERP,
including any amendments, will be binding on Stanley, Participants,
beneficiaries, and their respective heirs, administrators, trustees, successors,
and assigns.

(d) RIGHTS OF PARTICIPANT. Any person entitled to
receive benefits under the SERP will have the rights of an unsecured general
creditor of Stanley.

(e) CLAIMS OF CREDITORS. The right of any Participant
or beneficiary to a benefit under the SERP will not be subject to attachment or
other legal process for the debts of such Participant or beneficiary. A benefit
of a Participant or beneficiary will not be subject to anticipation, alienation,
sale, transfer, assignment, or encumbrance.

(f) SPECIAL DISTRIBUTIONS. Whenever, in the opinion of
the Committee, a person entitled to receive a benefit under the SERP is unable
to manage his or her financial affairs, the Committee may direct that payment be
made to a legal representative or relative of such person for his or her
benefit. Alternatively, the Committee may direct that any payment be applied for
the benefit of such person in such manner as the Committee considers advisable.
Any payment made in accordance with this section will be a complete discharge of
any liability for the making of such payment under the provisions of the SERP.

(g) TERMS OF EMPLOYMENT. Participation in the SERP
will not give an individual any right to remain in the service of Stanley, and
an individual will remain subject to discharge to the same extent as if the SERP
had not been adopted.

THE STANLEY WORKS

By
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Title: Vice President, Human Resources

Date:

THE STANLEY WORKS

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

APPENDIX A
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Form of Payment Actuarial Adjustment Factors
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Lump Sum The lump sum of the Target Benefit is determined by multiplying the
annual benefit payable for the participant's lifetime by a factor of
9.45.

Joint and Survivor (100%) Factors are as set forth in the attached table, which shows no reduction
if the spouse is older than the Participant or if the spouse is no more
than two years younger than the Participant (in either case, the factor
is 1.000). For each year over two that the spouse is younger than the
Participant, the Target Benefit (or early retirement benefit) will be
reduced by 0.7%.

Example 1: For a Participant whose age on the benefit commencement date
is 60 and whose spouse's age on the benefit commencement date is 56, the
factor to convert the life annuity to a 100% joint and survivor annuity
is .986.

Example 2: For a Participant whose age on the benefit commencement date
is 54 and whose spouse's age on the benefit commencement date is 40, the
factor to convert the life annuity to a 100% joint and survivor annuity
is .916.