The Stanley Works and Black & Decker to Combine to Create an $8.4 Billion Global Diversified Industrial Leader

NEW BRITAIN, Conn. & TOWSON, Md.--(Business Wire)--
The Stanley Works (NYSE:SWK) and The Black & Decker Corporation (NYSE:BDK):

* Unites Two Highly Complementary Companies With Iconic Brands;
* EPS Accretion Of Approximately $1.00 Per Share Projected By Year Three;
* $350 Million In Cost Synergies Expected;
* Black & Decker Shareholders To Receive Fixed Ratio Of 1.275 Shares Of Stanley
Common Stock For Each Share Of Black & Decker Common Stock

The Stanley Works (NYSE:SWK), a worldwide supplier of quality tools and
engineered solutions for industrial, construction and do-it-yourself use, and
security solutions for commercial applications, and The Black & Decker
Corporation (NYSE:BDK), a global manufacturer and marketer of quality power
tools and accessories, hardware and home improvement products, and
technology-based fastening systems, announced today that they have entered into
a definitive merger agreement to create Stanley Black & Decker, an $8.4 billion
global industrial leader in an all-stock transaction valued at approximately
$4.5 billion.

The combination brings together two highly complementary companies with iconic
brands and strong growth prospects. Founded in 1843, Stanley is a diversified
industrial company with a global leadership position in hand tools and strong
construction and do-it-yourself (CDIY), security and industrial businesses with
well-known brand names such as Stanley, FatMax, Bostitch, Facom, Proto, Mac
Tools, Sonitrol, Stanley Security Solutions, Best, and Vidmar. With roots dating
back to 1910, Black & Decker brings a global leadership position in power tools
and a diverse product offering under an array of renowned brands including Black
& Decker, DeWalt, Porter-Cable, Emhart Teknologies, Kwikset, Baldwin and Price
Pfister.

Under the terms of the transaction, which has been approved by the boards of
directors of both companies, Black & Decker shareholders will receive a fixed
ratio of 1.275 shares of Stanley common stock for each share of Black & Decker
common stock they own, representing an implied premium of 22.1% to Black &
Decker`s share price as of Friday, October 30, 2009. Upon closing, which is
expected in the first half of 2010, Stanley shareholders will own approximately
50.5% of the equity of the combined company and Black & Decker shareholders will
own approximately 49.5%. The nine members of the current Stanley Board of
Directors will be joined by six new members from Black & Decker`s Board of
Directors.

John F. Lundgren, Chairman and Chief Executive Officer of Stanley, will be
President and Chief Executive Officer of the combined company. Nolan D.
Archibald, Chairman, President, and Chief Executive Officer of Black & Decker,
who has been CEO for 24 years, will be Executive Chairman of the combined
company for three years.

Mr. Lundgren said, "This is a unique opportunity to bring together two great
companies, each with first-rate brands, and provide enhanced opportunities to
generate superior returns as we build on this new, larger platform. Stanley and
Black & Decker together will have a comprehensive offering across all major tool
categories and greater resources to support continued expansion of our combined
security and industrial businesses. The transaction is expected to create
tremendous value for shareholders of both companies through the realization of
significant cost synergies, operating margin expansion and enhanced growth
opportunities. Joining these two companies together creates a powerful engine
for growth, both as markets around the world recover and over the long-term."

Mr. Archibald commented, "While we are pleased with the initial premium of
approximately 22%, the driving motivation of the transaction is the present
value of the $350 million in annual cost synergies and the combined financial
strength and product offerings of the merged companies. The complementary
product and market fit of these two companies creates significant value for both
companies` shareholders that neither company can accomplish on a stand-alone
basis. Joining forces with Stanley brings together two world-class companies
with rich histories and strong track records in a one-of-a-kind opportunity to
create outstanding benefits for our respective shareholders, customers and
employees. We are excited by the opportunity to combine Black & Decker`s
unmatched lineup of power tools and security hardware with Stanley`s leading
franchise of hand tools and security products and services in a transaction that
is both strategically compelling and financially attractive to the stakeholders
of both companies. In addition to the new company`s iconic brands, we each share
a common heritage and passion for developing innovative products that meet the
evolving needs of our end users, along with a commitment to operational
excellence that will make us a supplier of choice across these categories."

Strategic Rationale

Combining Stanley and Black & Decker creates a stronger, globally diversified
company with a broad array of products and services. The combination will
enhance both companies` core strengths and provide increased resources to invest
in growth opportunities.

* Comprehensive Portfolio Of Iconic Brands. Combining the significant brand
equity inherent in both companies will create a supplier of choice for tools,
with even greater worldwide recognition and appeal among retailers, commercial
customers and individual consumers.
* Complementary Global Product And Service Offerings. Black & Decker`s position
in power tools, security hardware products and engineered fasteners fits
seamlessly with Stanley`s product and service offerings in hand tools and
mechanical and electronic security solutions, with no significant overlap in
product lines.
* Stronger, More Diversified Global Company. The combined company will have
greater scale in hand and power tools and storage, mechanical and electronic
security, as well as a continued strong presence in engineered fasteners and
plumbing products. It will also have a broader geographic sales footprint with
additional strength in emerging markets; a world-class innovation process;
global low cost sourcing and manufacturing platforms; a shared commitment to
operational excellence; and a proven business management strategy in the Stanley
Fulfillment System.
* Significant Shareholder Value Creation. The combination is expected to result
in earnings per share (EPS) accretion of approximately $1.00 by the third year
after closing, as shareholders of both companies share in the upside potential
of the combined company, including approximately $350 million in estimated
annual cost synergies fully realized within three years. These will be primarily
derived from reductions in corporate overhead, business unit and regional
consolidation, manufacturing and distribution, and purchasing. In addition,
through the implementation of the Stanley Fulfillment System across Black &
Decker`s businesses, the Company expects to achieve significant improvements in
working capital and asset efficiency, as well as complexity reduction. The
combination is expected to generate approximately $1.0 billion in free cash flow
annually by the third year after closing. Over the long term, this will be used
to invest in shareholder value creation opportunities, including further
investment in security solutions, engineered fastening, and other high-growth
platforms.
* Enhanced Financial Strength. The combined company will benefit from greater
scale and efficiencies in its tool business, higher margins and stable earnings
generated by its growing security segment, a highly diversified revenue base
across geographies and business lines, and its strong financial position. The
Company will target a strong investment grade credit rating. With its
substantial cash flow and long history of paying consecutive dividends, the new
company expects to maintain Stanley`s current dividend policy.

James M. Loree, Executive Vice President and Chief Operating Officer of Stanley,
who will be EVP & COO of the combined company, commented, "This transaction is a
significant step in advancing each priority in the strategic framework Stanley
has embraced since 2004. It builds strength in all of our business platforms,
furthering our goal to maintain portfolio transition momentum, and greatly
enhances our resources to continue to invest in high- growth areas. We have a
proven track record of successfully integrating organizations, and a critical
framework for sustained operational excellence in the Stanley Fulfillment
System. Planning for the integration of these two companies is well underway and
we expect to expeditiously realize the full value of cost synergies we have
identified as a result of this landmark transaction."

In addition to Messrs. Lundgren, Archibald, and Loree, Stanley Vice President
and Chief Financial Officer Donald Allan, Jr. will be part of the executive team
as Senior Vice President and Chief Financial Officer of the combined company,
and key members of both the Stanley and Black & Decker executive teams will hold
positions in the combined organization. An Integration Steering Committee has
been identified to oversee bringing together the two companies after closing and
will be co-chaired by Mr. Archibald and Mr. Lundgren.

The combined company will retain a presence in both Connecticut and Maryland,
with its corporate headquarters in New Britain and the Power Tools headquarters
remaining in Towson.

The transaction is subject to customary regulatory approvals and closing
conditions and requires the approval of Stanley and Black & Decker shareholders.
Deutsche Bank and Goldman, Sachs & Co. acted as Stanley`s financial advisors and
Cravath, Swaine & Moore LLP acted as Stanley`s legal counsel. Black & Decker`s
financial advisor was J.P. Morgan Securities Inc. and its legal advisors were
Hogan & Hartson LLP and Miles & Stockbridge P.C.

Additional information on the transaction can be found at
www.stanleyblackanddecker.com.

Conference Call and Webcast Details

The management of both companies will host a joint conference call and live
webcast on Tuesday, November 3, 2009 at 8:30 a.m. ET to discuss this
announcement. The companies welcome all members of the investment community to
listen to the call live by dialing into (877) 218-1796 in the U.S. or (574)
941-1407 outside the U.S. and providing the passcode: 38642483. The live webcast
of the call can be accessed at www.stanleyblackanddecker.com,
www.stanleyworks.com and www.blackanddecker.com. An audio replay of the call
will be available approximately three hours after the call`s conclusion through
Tuesday, November 17th, and can be accessed by calling (800) 642-1687 in the
U.S. or (706) 645-9291 outside the U.S. and entering the passcode: 38642483.

In addition, both companies will host a joint investor lunch on Tuesday,
November 3, 2009 at 12:00 p.m. ET in New York City. The live webcast of the
meeting can be accessed at www.stanleyblackanddecker.com, www.stanleyworks.com
and www.blackanddecker.com.

About The Stanley Works

The Stanley Works, an S&P 500 company, is a diversified worldwide supplier of
tools and engineered solutions for professional, industrial, construction and
do-it-yourself use, and security solutions for commercial applications. More
information about The Stanley Works can be found at http://www.stanleyworks.com.

About The Black & Decker Corporation

Black & Decker is a leading global manufacturer and marketer of power tools and
accessories, hardware and home improvement products, and technology-based
fastening systems.

CAUTIONARY STATEMENTS

Under the Private Securities Litigation Reform Act of 1995

Statements in this press release that are not historical, including but not
limited to those regarding the consummation of the proposed transaction between
Stanley and Black & Decker and the realization of synergies in connection
therewith, are "forward looking statements" and, as such, are subject to risk
and uncertainty.

Stanley`s and Black & Decker`s ability to deliver the results as described above
is based on current expectations and involves inherent risks and uncertainties,
including factors listed below and other factors that could delay, divert, or
change any of them, and could cause actual outcomes and results to differ
materially from current expectations. In addition to the risks, uncertainties
and other factors discussed in this press release, the risks, uncertainties and
other factors that could cause or contribute to actual results differing
materially from those expressed or implied in the forward looking statements
include, without limitation, those set forth in the "Risk Factors" section, the
"Legal Proceedings" section, the "Management`s Discussion and Analysis of
Financial Condition and Results of Operations" section and other sections of
Stanley`s and Black & Decker`s Annual Reports on Form 10-K and any material
changes thereto set forth in any subsequent Quarterly Reports on Form 10-Q,
those contained in Stanley`s and Black & Decker`s other filings with the
Securities and Exchange Commission, and those set forth below.

These factors include but are not limited to the risk that regulatory and
stockholder approvals of the transaction are not obtained on the proposed terms
and schedule; the future business operations of Stanley or Black & Decker will
not be successful; the risk that the proposed transaction between Stanley and
Black & Decker will not be consummated; the risk that Stanley and Black & Decker
will not realize any or all of the anticipated benefits from the transaction;
the risk that cost synergy, customer retention and revenue expansion goals for
the transaction will not be met and that disruptions from the transaction will
harm relationships with customers, employees and suppliers; the risk that
unexpected costs will be incurred; the outcome of litigation (including with
respect to the transaction) and regulatory proceedings to which Stanley or Black
& Decker may be a party; pricing pressure and other changes within competitive
markets; the continued consolidation of customers particularly in consumer
channels; inventory management pressures on Stanley`s and Black & Decker`s
customers; the impact the tightened credit markets may have on Stanley or Black
& Decker or customers or suppliers; the extent to which Stanley or Black &
Decker has to write off accounts receivable or assets or experiences supply
chain disruptions in connection with bankruptcy filings by customers or
suppliers; increasing competition; changes in laws, regulations and policies
that affect Stanley or Black & Decker, including but not limited to trade,
monetary, tax and fiscal policies and laws; the timing and extent of any
inflation or deflation in 2009 and beyond; currency exchange fluctuations; the
impact of dollar/foreign currency exchange and interest rates on the
competitiveness of products and Stanley`s and Black & Decker`s debt programs;
the strength of the U.S. and European economies; the extent to which world-wide
markets associated with homebuilding and remodeling continue to deteriorate; the
impact of events that cause or may cause disruption in Stanley`s or Black &
Decker`s manufacturing, distribution and sales networks such as war, terrorist
activities, and political unrest; and recessionary or expansive trends in the
economies of the world in which Stanley or Black & Decker operates, including
but not limited to the extent and duration of the current recession in the US
economy.

Neither Stanley nor Black & Decker undertake any obligation to publicly update
or revise any forward-looking statements to reflect events or circumstances that
may arise after the date hereof.

Additional Information

The proposed transaction involving Stanley and Black & Decker will be submitted
to the respective stockholders of Stanley and Black & Decker for their
consideration. In connection with the proposed transaction, Stanley will file
with the Securities and Exchange Commission (the "SEC") a registration statement
on Form S-4 that will include a joint proxy statement of Stanley and Black &
Decker that will also constitute a prospectus of Stanley. Investors and security
holders are urged to read the joint proxy statement/prospectus and any other
relevant documents filed with the SEC when they become available, because they
will contain important information. Investors and security holders may obtain a
free copy of the joint proxy statement/prospectus and other documents (when
available) that Stanley and Black & Decker file with the SEC at the SEC`s
website at www.sec.gov and Stanley`s website related to the transaction at
www.stanleyblackanddecker.com. In addition, these documents may be obtained from
Stanley or Black & Decker free of charge by directing a request to Investor
Relations, The Stanley Works, 1000 Stanley Drive, New Britain, CT 06053, or to
Investor Relations, The Black & Decker Corporation, 701 E. Joppa Road, Towson,
Maryland 21286, respectively.

Certain Information Regarding Participants

Stanley, Black & Decker and certain of their respective directors and executive
officers may be deemed to be participants in the proposed transaction under the
rules of the SEC. Investors and security holders may obtain information
regarding the names, affiliations and interests of Stanley`s directors and
executive officers in Stanley`s Annual Report on Form 10-K for the year ended
January 3, 2009, which was filed with the SEC on February 26, 2009, and its
proxy statement for its 2009 Annual Meeting, which was filed with the SEC on
March 20, 2009. Investors and security holders may obtain information regarding
the names, affiliations and interests of Black & Decker`s directors and
executive officers in Black & Decker`s Annual Report on Form 10-K for the year
ended December 31, 2008, which was filed with the SEC on February 17, 2009, and
its proxy statement for its 2009 Annual Meeting, which was filed with the SEC on
March 16, 2009. These documents can be obtained free of charge from the sources
listed above. Additional information regarding the interests of these
individuals will also be included in the joint proxy statement/prospectus
regarding the proposed transaction when it becomes available.

Non-Solicitation

A registration statement relating to the securities to be issued by Stanley in
the proposed transaction will be filed with the SEC, and Stanley will not issue,
sell or accept offers to buy such securities prior to the time such registration
statement becomes effective. This document shall not constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any sale of such
securities, in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to appropriate registration or qualification under the
securities laws of such jurisdiction.

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The Stanley Works
Kate White, 860-827-3833
Director, Investor Relations
kwhite@stanleyworks.com
Tim Perra, 860-826-3260
Director, Global Communications
tperra@stanleyworks.com
or
Sard Verbinnen & Co (for The Stanley Works)
David Reno/Brooke Gordon, 212-687-8080
or
Black & Decker
Mark M. Rothleitner, 410-716-3979
Vice President, Investor Relations & Treasurer
mark.rothleitner@bdk.com
Roger A. Young, 410-716-3979
Vice President, Investor & Media Relations
roger.young@bdk.com
or
Kekst and Company (for Black & Decker)
Tom Davies/Kimberly Kriger, 212-521-4800

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