Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined below) or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
REGISTERED PRINCIPAL AMOUNT
No. 1 $120,000,000
CUSIP: 854616AF6
THE STANLEY WORKS
5.75% NOTE DUE MARCH 1, 2004
The Stanley Works, a corporation organized and existing under
the laws of the State of Connecticut (hereinafter called the "Company," which
term shall include any successor corporation), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, upon presentation, the
principal sum of ONE HUNDRED TWENTY MILLION DOLLARS on March 1, 2004 and to pay
interest thereon from September 1, 1999, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually on March 1 and September 1 in each year, at the rate of 5.75% per
annum, until the principal hereof is paid or duly provided for. The interest so
payable, and punctually paid or duly provided for on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest which shall be the
February 15 or August 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date, and may be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
not less than 10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on
which the Securities may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. Payment of the
principal of and interest on this Security will be made at the office or agency
of the Company maintained for that purpose in the Borough of Manhattan, City of
New York, or elsewhere as provided in the Indenture, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts; PROVIDED, HOWEVER, that payment of
interest may be made at the option of the Company by wire transfer to an
account maintained by DTC for such purpose or by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register.
This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of April 1, 1986, as amended by the
First Supple mental Indenture, dated as of June 15, 1992 (herein called the
"Indenture"), between the Company and State Street Bank and Trust Company, as
successor trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the first page hereof, limited in aggregate
principal amount to $120,000,000.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of more than 50% in principal
amount of the Outstanding Securities of each series of Securities then
Outstanding affected thereby. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of a
series (or in certain cases all the Securities) at the time Outstanding, on
behalf of the Holders of all Securities of such series (or all the Securities,
as the case may be), to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their
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consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the
principal of and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
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THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY,
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
THE STANLEY WORKS
By: /s/ John M. Trani
----------------------------------------------
Name: John M. Trani
Title: Chairman and Chief Executive Officer
Attest:
By: /s/ Stephen S. Weddle
---------------------------------------
Name: Stephen S. Weddle
Title: Vice President, General Counsel
and Secretary
Dated: March 1, 1999
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated herein
and issued under the Indenture described herein.
STATE STREET BANK
AND TRUST COMPANY,
Trustee
By: /s/ Kathy A. Larimore
--------------------------
Authorized Officer
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
- -----------------------------
- ----------------------------- ..............................................
...............................................................................
(Please Print or Typewrite Name and Address including Zip Code of Assignee)
...............................................................................
the within Security of The Stanley Works and hereby does irrevocably constitute
and appoint
..................................................................... Attorney
to transfer said Security on the books of the within-named Company with full
power of substitution in the premises.
Dated:_____________________ ______________________________________
______________________________________
NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Security in every particular, without
alteration or enlargement or any change whatever.
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