EX-4 3 s439817.txt EX. 4.1 - SPECIMEN CERTIFICATE Exhibit 4.1 THE STANLEY WORKS Chartered by the Legislature of the State of Connecticut COMMON STOCK COMMON STOCK Par Value $2.50 THIS CERTIFICATE IS TRANSFERRABLE IN CHICAGO, ILLINOIS OR NEW YORK CITY, NEW YORK Certificate Shares Number 600620 ZQ 000178 CUSIP 854616 10 9 This Certifies that Mr. Sample and Mrs. Sample & Mr. Sample & Mrs. Sample is the owner of SIX HUNDRED THOUSAND SIX HUNDRED AND TWENTY fully paid and non-assessable shares of the Common Stock of The Stanley Works, transferable on the books of the Company by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by a Transfer Agent and registered by a Registrar. Witness the facsimile seal of the Company and the signatures of its duly authorized officers. DATED (Month Day, Year) COUNTERSIGNED AND REGISTERED: COMPUTERSHARE INVESTOR SERVICES, LLC (CHICAGO) TRANSFER AGENT AND REGISTRAR, /s/ John M. Trani By______________________________ Chairman and Chief Executive Officer Authorized Signature /s/ Bruce H. Beatt Secretary THE STANLEY WORKS INCORPORATED STANLEY 1852 NEW BRITAIN CONN USA THE STANLEY WORKS A Statement of the designations, terms, limitations and relative rights and preferences of the shares of each class of the Company's stock authorized to be issued, and the variations in the relative rights and preferences between the shares of each series of any class authorized to be issued so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series of each such class will be furnished to any shareholder, without charge, upon request to the Secretary of the Company. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian TEN ENT - as tenants by the entireties ------------------ JT TEN - as joint tenants with right (Cust) (Minor) of survivorship and not under Uniform Gifts to Minors as tenants in common Act______________ State UNIF TRF MIN ACT - Custodian --------------------- (Cust) (Minor) under Uniform Transfers to Minors Act______________ State Additional abbreviations may also be used though not in the above list. Rights Certificates and Certain Restrictions This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement dated as of February 26, 1986, as may be amended or superseded from time to time, between The Stanley Works and State Street Bank and Trust Company (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of The Stanley Works. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Stanley Works will mail to the holder of this certificate a copy the Rights Agreement as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associates thereof (as such terms are defined in the Rights Agreement) whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. For value received __________ herby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _______________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE. _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ____________________________________ ______________________________________________________________________________ Attorney to transfer the said stock on the books of the within-named Company with full power of substitution in the premises. Dated, __________________ 20__ Signature: ________________________ Signature:________________________ NOTICE: THIS SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.