form10q11062008e.htm


    
      

      

    

    Exhibit
10.6


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      THE
BLACK & DECKER

      SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      Amended
and Restated Effective as of

      January
1, 2008

      


      



      
        
          
             

          

           


        

        
          
            

          

        

        
           


        

      


      THE
BLACK & DECKER

      SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

      


      TABLE OF
CONTENTS

      


       

      
 

      
        
          
            	
                    SECTION 1 - DEFINITIONS

                  	 
      	
                    1

                  
	
                    SECTION 2 - ELIGIBILITY

                  	 
      	
                    7

                  
	
                    SECTION 3 - RETIREMENT
    BENEFIT

                  	 
      	
                    7

                  
	
                        (a)  Benefit
      Percentage

                  	 
      	
                    7

                  
	
                        (b)  Reduction
      for Early Determination

                  	 
      	
                    8

                  
	
                        (c)  Reduction
      for Less than 10 Years of Service

                  	 
      	
                    8

                  
	
                        (d)  Benefit
      Examples

                  	 
      	
                    8

                  
	
                    SECTION 4 - BENEFIT OFFSETS

                  	 
      	
                    8

                  
	
                    SECTION 5 - DEATH BENEFITS

                  	 
      	
                    9

                  
	
                        (a)  Eligibility
      for Death Benefit

                  	 
      	
                    9

                  
	
                        (b)  Spouse’s
      Death

                  	 
      	
                    9

                  
	
                        (c)  Death
      Benefit under Accelerated Payment Method

                  	 
      	
                    9

                  
	
                    SECTION 6 - VESTING

                  	 
      	
                    10

                  
	
                        (a)  General

                  	 
      	
                    10

                  
	
                        (b)  Forfeiture
      for Cause

                  	 
      	
                    10

                  
	
                        (c)  Clawback

                  	 
      	
                    10

                  
	
                        (d)  Competition
      and Disclosure of Confidential Information

                  	 
      	
                    10

                  
	
                        (e)  Committee’s
      Discretion

                  	 
      	
                    11

                  
	
                    SECTION 7 - ADDITIONAL PROVISIONS CONCERNING
      BENEFITS

                  	 
      	
                    11

                  
	
                        (a)  Obligation
      to Inform

                  	 
      	
                    11

                  
	
                        (b)  Currency
      and Exchange Rates

                  	 
      	
                    11

                  
	
                        (c)  Election
      of Accelerated Payment Method

                  	 
      	
                    12

                  
	
                    SECTION 8 - CORPORATION’S OBLIGATIONS ARE UNFUNDED
      AND UNSECURED

                  	 
      	
                    12

                  
	
                    SECTION 9 - ALIENATION OR
      ENCUMBRANCE

                  	 
      	
                    13

                  
	
                    SECTION 10 - OTHER BENEFITS

                  	 
      	
                    13

                  
	
                    SECTION 11 - NO GUARANTEE OF
      EMPLOYMENT

                  	 
      	
                    14

                  
	
                    SECTION 12 - COOPERATION OF
      PARTIES

                  	 
      	
                    14

                  
	
                    SECTION 13 - BENEFIT CLAIMS

                  	 
      	
                    14

                  
	
                        (a)  Claims
      Procedure

                  	 
      	
                    14

                  
	
                        (b)  Arbitration

                  	 
      	
                    15

                  
	
                        (c)  Attorneys’
      Fees

                  	 
      	
                    15

                  
	
                    SECTION 14 - INCAPACITY

                  	 
      	
                    15

                  
	
                    SECTION 15 - ADMINISTRATION

                  	 
      	
                    16

                  
	
                        (a)  Committee’s
      Responsibilities

                  	 
      	
                    16

                  


          

        


        
          
            -i-

          

          
            
              

            

          

          
             


          

        


        
          
            	
                        (b)  Plan
      Interpretation

                  	 
      	
                    16

                  
	
                        (c)  Committee’s
      Liability and Indemnification

                  	 
      	
                    17

                  
	
                        (d)  Self-Dealing

                  	 
      	
                    17

                  
	
                    SECTION 16 - AMENDMENTS AND
      TERMINATION

                  	 
      	
                    17

                  
	
                    SECTION 17 - SEVERABILITY

                  	 
      	
                    18

                  
	
                    SECTION 18 - CONSTRUCTION

                  	 
      	
                    18

                  
	
                    SECTION 19 - CHOICE OF LAW

                  	 
      	
                    18

                  
	
                    SECTION 20 - PARTIES TO BE
      BOUND

                  	 
      	
                    18

                  


          

        


        
          
             
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      THE
BLACK & DECKER

      SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

      


      


      This Plan
provides certain supplemental retirement benefits for selected executive
employees of The Black & Decker Corporation and its subsidiaries and
affiliates.  This Plan is intended to provide supplemental retirement
benefits primarily for a select group of management or highly paid executive
employees.  This document amends and fully restates The Black &
Decker Supplemental Executive Retirement Plan effective as of January 1,
2008.  The terms of this amended and restated document shall apply to
Participants whose Separation from Service occurs on or after January 1,
2008.  The benefits under this Plan with respect to any Participant
whose Separation from Service occurred prior to January 1, 2008 shall be
determined under the terms of this Plan in effect on the date of such
Participant’s Separation from Service without regard to amendments made to this
Plan thereafter.

      


      SECTION
1 - Definitions

      


      Each of
the following terms in this Plan has the meaning indicated, unless a different
meaning is plainly implied by the context:

      


      “Accelerated
Payment Method” means one of the methods
of payment described in Section 7(c).

      


      “Actuarial
Equivalent” means a benefit having the same actuarial value, based on the
actuarial assumptions used in calculating benefits under The Black & Decker
Pension Plan, and such other reasonable actuarial assumptions and methods that
may be adopted by the Committee from time to time, in its sole discretion, for
use in determining benefits under this Plan. Notwithstanding the foregoing, in
the event a Participant has elected to receive an Accelerated Payment Method,
the amount of the lump sum payment or installment payments (including the
spouse’s benefit) shall be calculated (A) using (i) an interest rate equal to
four and one-half percent (4.5%) and (ii) the 1994 Group Annuity Reserving Table
(determined on a unisex basis and projected to 2002, all as described in IRS Revenue Ruling 2001-62);
(B) assuming that (i) the Participant will earn no wages subject to the Social
Security Act, (ii) the Participant will not further accrue any Other Retirement
Benefits after his or her Benefit Determination Date, (iii) the Participant’s
retirement benefits under the Social Security Act and all Other Retirement
Benefits will begin at the earliest date they are available after the
Participant’s Benefit Determination Date, and (iv) the Participant, if married,
will elect the form of payment for the Other Retirement Benefits that provides
his or her spouse the largest benefit following the Participant’s death; and (C)
using such other reasonable actuarial assumptions and methods that may be
adopted by the Committee from time to time, in its sole discretion, for this
purpose.

      


      “Benefit
Determination Date” means the later of the first day of the calendar
month coincident with or next following the Participant’s Termination Date or
the Participant’s Early Retirement Date.  Notwithstanding the
foregoing, if a Participant’s Separation from Service occurs due to Disability
prior to the Participant’s Normal Retirement Date, the Participant’s Benefit
Determination Date shall mean the Participant’s Normal Retirement
Date.


      
        
          
             

          

           


        

        
          
            

          

        

        
           


        

      


      “Black &
Decker” means the Corporation and all of its direct and indirect
subsidiaries and its affiliates.

       

                     
“Board” means the Corporation’s Board of Directors.

      


      “Change in
Control of the Corporation” means a change in control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A promul­gated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), whether or not the Corporation is in fact required
to comply therewith, provided that, without limitation, such a change in control
shall be deemed to have occurred if (A) any “person” (as that term is used in
Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the
Corpo­ration or any of its subsidiaries or a corporation owned, directly or
indirectly, by the stockholders of the Corporation in substantially the same
pro­portions as their ownership of stock of the Corporation, is or becomes
the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Corporation representing 35% or
more of the combined voting power of the Corporation’s then outstanding
securities; (B) during any period of two consecutive years, individuals who at
the beginning of that period constitute the Board and any new direc­tor
(other than a director designated by a person who has entered into an agreement
with the Corporation to effect a transaction described in clauses (A) or (D) of
this Section) whose election by the Board or nomination for election by the
Corporation’s stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved
cease for any reason to const­itute a majority of the Board; (C) the
Corporation enters into an agreement, the consummation of which would result in
the occur­rence of a Change in Control of the Corporation; or (D) the
stockholders of the Corporation approve a merger, share exchange or
consolidation of the Corporation with any other corporation or entity, other
than a merger, share exchange or consolidation that would result in the voting
securi­ties of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 60% of the combined
voting power of the voting securi­ties of the Corporation or the surviving
entity outstanding immediately after the merger, share exchange or
consolidation, or the stock­holders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all the Corporation’s
assets.

      


      “Code”
means the Internal Revenue Code of 1986, as amended from time to time,
and any successor to that statute.

       

      “Committee”
means the
Compensation Committee of the Board.

       

                     
“Corporation” means The Black & Decker Corporation, a Maryland
corporation.

      


      “Credited
Service” means all Benefit Service Credit as defined in and credited to
the Participant under The Black & Decker Pension Plan (or that would have
been credited for any period of employment by Black & Decker, if the
Participant had been eligible to participate in 


      
        
          
             

          

           


        

        
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      that
plan), plus the Participant’s Salary Continuance Period.  Except as
credited under The Black & Decker Pension Plan or unless otherwise
determined by the Committee in its sole discretion, Credited Service under this
Plan shall not include any period of employment with any company during any
period when that company was not a subsidiary or affiliate of the Corporation.
Credited Service also includes all periods of Disability beginning while the
Participant is employed by Black & Decker and continuing as long as the
Disability continues up until the Participant’s Normal Retirement
Date.

       

      
        
          “Disability”
means an illness or injury that would cause the
Employee to be disabled under the terms of The Black & Decker Disability
Plan.

          


          “Early Retirement
Date” means the
first day of the calendar month coincident with or next following the date upon
which the Participant has both attained age 55 and five years of Credited
Service; provided, however, that, in the case of a Protected Participant, the
Early Retirement Date shall be the first day of the calendar month coincident
with or next following the Protected Participant’s 55th birthday regardless of
his or her Credited Service.

        

      

      


      “Effective
Date” means January 1, 2008, the effective date of this amended and
restated Plan. This Plan was originally effective as of January 1,
1984.

      


      “Employee”
means any person rendering personal services to Black & Decker as an
employee.

      


      “ERISA”
means the Employee Retirement Income Security Act of 1974, as
amended.

       

      “Final Average
Pay” means the average monthly amount of the Participant’s Pay for the
three years (whether or not consecutive) in which the Participant’s Pay was the
highest out of each of the seven-year periods that end on the following dates,
whichever seven-year period produces the highest average monthly
amount:

      


      
        	
                 
      

              	
                (A)

              	
                the
      Participant’s Termination Date;

              


      

      


      
        	
                 
      

              	
                (B)

              	
                if
      the Participant’s Termination Date is not December 31st
      of any given year, the December 31st
      immediately preceding the Participant’s Termination
  Date;

              


      

      


      
        	
                 
      

              	
                (C)

              	
                the
      last day of the Participant’s Salary Continuance Period, if
      applicable;

              


      

      


      
        	
                 
      

              	
                (D)

              	
                if
      the last day of the Participant’s Salary Continuance Period is not
      December 31st
      of any given year, the December 31st
      immediately preceding the last day of the Participant’s Salary Continuance
      Period, if applicable;

              


      

      


      
        	
                 
      

              	
                (E)

              	
                in
      the case of a Protected Participant only, the date of the applicable
      Change in Control of the Corporation;
and

              


      


      
        
          
             

          

           


        

        
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                (F)

              	
                in
      the case of a Protected Participant only, if the date of the applicable
      Change in Control of the Corporation is not December 31st
      of any given year, the December 31st
      immediately preceding the date of the applicable Change in Control of the
      Corporation.

              


      

      


      
        “Normal
Retirement Date” means the first day of the calendar month coincident
with or next following: (A) the date upon which the Participant attains age 60
and 5 years of Credited Service or, (B) in the case of a Protected Participant,
the Participant’s 60th birthday, regardless of his or her Credited
Service.

        


        “Other Retirement
Benefits” means the amount (actuarially adjusted, as described below) of
all retirement, disability income and death benefits, or the like, whether
tax-qualified or non-qualified, that the Participant (or, in the case of
surviving spouse’s benefit under Section 5, the Participant’s surviving spouse)
is entitled to receive in the applicable month under all plans or arrangements
provided, maintained or funded by any of the Participant’s employers (whether or
not affiliated with Black & Decker), including all Social Security Benefits,
but excluding: (A) any portion of those benefits (other than Social Security
Benefits) that is attributable to the Participant’s contributions, including
salary or other compensation reduction contributions; (B) any death benefits
under a life insurance contract; (C) any defined contribution plan, unless that
plan is intended to provide the primary source of retirement income (in addition
to Social Security Benefits) funded by any employer for the employees at any
location covered by that plan; (D) any payments to the Participant made pursuant
to an individual written agreement with Black & Decker and as a result of a
change in the ownership or effective control of the Corporation or a change in
the ownership of a substantial portion of the Corporation’s assets, including,
without limitation, a Change in Control of the Corporation; (E) any amounts paid
under an individual written agreement with Black & Decker that expressly
provides that those amounts are in addition to the benefits under this Plan; and
(F) any amount that constitutes Pay. Notwithstanding anything to the contrary,
the amount of the Participant’s or spouse’s Other Retirement Benefits in any
month shall be increased or decreased so that the amount of those Other
Retirement Benefits that offset the monthly benefit payable under this Plan is
the Actuarial Equivalent of the Other Retirement Benefits that the Participant
or spouse would otherwise have received that month but for the Participant’s or
spouse’s election with respect to those Other Retirement Benefits either to (A)
accelerate payment to a date that precedes or to defer the payment beyond the
earliest date those payments would otherwise have been made, or (B) receive
those Other Retirement Benefits in any form of payment other than the form of
payment that would have provided the largest monthly benefit to the Participant
or spouse, unless, and only to the extent that, the elected form of payment
provides death benefits to the Participant’s spouse.

        


        “Participant”
means any Employee who qualifies for participation in this Plan, as more
particularly described in Section 2.

        


        “Pay” means
(A) the actual compensation paid during the relevant period by Black &
Decker to the Participant for services as an Employee, including base salary,
bonuses, and annual incentive awards, (B) any amounts contributed to any
employee benefit plan pursuant to a salary or other compensation reduction
agreement with the Participant, and including, for the year of


        
          
            
               

            

             


          

          
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      deferral,
amounts deferred by the Participant under any non­qualified deferred
compensation plan (such as The Black & Decker Supplemental Retirement
Savings Plan), (C) salary continuation payments during sick leave and other
authorized leaves of absence (other than long-term disability benefits) and (D)
the Participant’s Salary Continuance Payments credited as Pay ratably over the
Participant’s Salary Continuance Period.  The term “Pay” does not
include any (A) amounts paid pursuant to any long-range performance compensation
plan, including The Black & Decker Performance Equity Plan, The Black &
Decker Long-Term Incentive Plan, and The Black & Decker 2008 Executive
Long-Term Incentive/Retention Plan, and The Black & Decker Long-Term
Management Compensation Plan; (B) any non-cash remuneration, imputed income,
perquisites and other cash or non-cash fringe benefits, such as (but not limited
to) reimbursements or allowances for expenses (such as automobile, moving or
relocation, country club, financial or tax counseling, tax preparation, overseas
housing, educational and similar expense allowances), (C) stock bonuses, income
attributable to discount stock purchases, stock options, restricted stock,
restricted stock units, dividends, dividend equivalents or stock appreciation
rights, (D) any other income attributable to the vesting of restricted property
or benefits under any plan or arrangement, and (E) unless specifically included
as Pay in the immediately preceding sentence, contributions to or benefits under
any employee pension or welfare benefit plan or payments received by a
Participant under any non-qualified deferred compensation plan (such as The
Black & Decker Supplemental Retirement Savings Plan). For any period during
which the Participant is entitled to Credited Service by reason of a Disability,
the Participant’s Pay is deemed to continue during that Disability period at a
monthly rate equal to 1/12th of (i) the Participant’s base salary (before any
salary reduction for contributions to any employee benefit plan pursuant to a
salary reduction agreement with the Participant) at the Participant’s annual
salary rate in effect at the date that the Disability began, plus (ii) all items
(other than base salary and such salary reduction contributions) included in the
Participant’s actual Pay during the 12-month period ending on the date that the
Disability began.

      


      “Payment
Date” means the latest of the Participant’s Benefit Determination Date,
the date that is six (6) months and one (1) day after the Participant’s
Separation from Service or, if the Participant has elected to defer his or her
Payment Date pursuant to Section 7(c), the Payment Date so elected by the
Participant; except that (A) the death benefits payable to a Participant’s
spouse shall be paid at the date specified in Section 5; and (B) in the case of
a Participant whose Separation from Service occurs due to Disability prior to
such Participant’s Normal Retirement Date, the Participant’s Payment Date shall
be the Participant’s Normal Retirement Date.  Notwithstanding anything
to the contrary, if the Committee reasonably determines that the making of any
payment to a Participant under this Plan will violate federal securities laws or
other applicable law, the Committee may delay a Participant’s Payment Date until
the earliest date at which the Committee determines that the making of that
payment will not violate those laws.

      


      
        “Plan”
means “The Black & Decker Supplemental Executive Retirement Plan,” as it may
be amended from time to time. This document completely amends and restates The
Black & Decker Supplemental Executive Retirement Plan originally effective
on January 1, 1984, and last amended and restated effective as of January 1,
2005.

      


      
        
          
             

          

           


        

        
          -5-

          
            

          

        

        
           


        

      

       

      
        “Protected
Participant” means a Participant who is an Employee when a Change in
Control of the Corporation occurs.

        


        “Salary
Continuance Payments” means (A) in the case of a Participant who is a
participant in the Salary Continuance Plan, the maximum “Salary Continuance”
payments, if any, that the Participant could be entitled to receive under the
Salary Continuance Plan; (B) all payments, if any, that are in lieu of future
compensation items that would otherwise constitute “Pay” under the terms of this
Plan and that the Participant may be entitled to receive under the terms of any
individual written agreement with Black & Decker, as a result of the
termination of his or her employment with Black & Decker (whether by action
of Black & Decker or the Participant); and (C) in the case of a Protected
Participant, all payments, if any, that are in lieu of future compensation items
that would otherwise constitute “Pay” under the terms of this Plan and that the
Protected Participant may be entitled to receive under the terms of any
individual agreement between the Participant and Black & Decker as a result
of the termination of the Participant’s employment with Black & Decker
(whether by action of Black & Decker or the Participant) coincident with or
following a change in the ownership or effective control of the Corporation or a
change in the ownership of a substantial portion of the Corporation’s
assets.  In all cases, a Participant’s entitlement to Salary
Continuance Payments and the amount thereof shall be determined at the time
specified in the Salary Continuance Plan or other applicable agreement, before
any offset for severance pay, vacation pay, salary continuance, notice pay, a
termination indemnity or the like or compensation received from a subsequent
employer, without regard to whether those payments are made in one lump sum
payment or periodically and without regard to the amount of severance or salary
continuance that is actually paid to the Participant
thereafter.  Notwithstanding the foregoing, Salary Continuance
Payments shall not include, for purposes of this Plan only, any compensation
items used to calculate the amount of the Salary Continuance Payment under a
Participant’s individual written agreement that would not otherwise constitute
“Pay” under the terms of this Plan.  For example, if the amount of the
Salary Continuance Payments payable under the Participant’s individual agreement
is based on the Participant’s annual base salary, annual incentive award, and
long-term incentive award, the portion of the Salary Continuance Payment based
on the Participant’s long-term incentive award shall be disregarded when
calculating the amount of the Salary Continuance Payments under this
Plan.

        


        “Salary
Continuance Period” means (A) the maximum period with respect to which
the Participant’s Salary Continuance Payments are to be measured under the terms
of the Salary Continuance Plan or applicable individual written agreement, (B)
three (3) years in the case of Salary Continuance Payments payable under that
certain employment agreement between the Corporation and Nolan D. Archibald, as
amended from time to time, or (C) three (3) years in the case of Salary
Continuance Payments payable under the terms of any individual agreement between
the Participant and Black & Decker as a result of the termination of the
Participant’s employment with Black & Decker (whether by action of Black
& Decker or the Participant) coincident with or following a change in the
ownership or effective control of the Corporation or a change in the ownership
of a substantial portion of the Corporation’s assets.  In any case,
the Salary Continuance Period is determined at the effective date of the
Participant’s termination of employment with Black & Decker, without regard
to the actual period over which those payments may be made and without regard to
whether those payments are made in one lump sum


        
          
            
               

            

             


          

          
            -6-

            
              

            

          

          
             


          

        



      payment
or periodically.  Notwithstanding anything to the contrary, a
Participant’s Salary Continuance Period will be taken into account under this
Plan only if the Participant is entitled to Salary Continuance Payments at the
effective date of the Participant’s termination of employment with Black &
Decker.

      

        “Salary
Continuance Plan” means The Black & Decker Executive Salary
Continuance Plan, effective May 1, 1995, as amended from time to time, or any
salary continuance plan that is a successor to, or replacement for, that
plan.

        


        “Separation from
Service” means a separation from service within the meaning of Section
409A(a)(2)(A)(i) of the Code and related guidance and regulations.

        


        “Social Security
Benefit” means the retirement, disability income or death benefits under
any plan or arrangement that is sponsored, mandated or administered by any
government and that provides or would provide retirement or disability income to
the Participant and to which any of the Participant’s employers or former
employers (whether or not affiliated with Black & Decker) has made
contributions on the Participant’s behalf.

        


        “Termination
Date” means the date on which the Participant’s Credited Service with
Black & Decker terminates.

      

       

      SECTION
2 - Eligibility

       

      
        Any
management or highly paid executive employee may be selected for participation
in this Plan by the Committee or any other committee of the Board designated by
the Board for such purpose and will automatically become a Participant on the
date designated by that committee. Any Employee who was still employed by Black
& Decker and was a Participant in this Plan immediately prior to the
Effective Date shall continue as a Participant under this Plan without further
action by the Board or any such committee.

        


        SECTION
3 - Retirement Benefit

      

       

      
        (a)           Benefit
Percentage.  Any Participant whose Termination Date occurs at
or after the Participant’s Early Retirement Date or, in the case of a Protected
Participant, whose Termination Date occurs at any time, whether before or after
his or her Early Retirement Date, is entitled to receive under this Plan a
monthly benefit for life beginning on the Participant’s Payment Date that is the
Actuarial Equivalent of the monthly benefit that would begin on the first day of
the calendar month after the Participant’s Benefit Determination Date and would
continue for the Participant’s expected life. The amount of the monthly benefit
(before the reductions in Sections 3(b) and 3(c)) is to be equal
to:

        


        
          	
                   
      

                	
                  (A)

                	
                  50%
      of Final Average Pay, in the case of a Participant (other than a Protected
      Participant) who has less than fifteen (15) years of Credited Service;
      or

                


        




      
        
          
             

          

           


        

        
          -7-

          
            

          

        

        
           


        

      

      
         

        
          
            	
                     
      

                  	
                    (B)

                  	
                    60%
      of Final Average Pay, in the case of a Participant (other than a Protected
      Participant) who has at least fifteen (15) years of Credited Service;
      or

                  


          

          


          
            	
                     
      

                  	
                    (C)

                  	
                    60%
      of Final Average Pay, in the case of a Protected Participant (regardless
      of Credited Service).

                  


          

        

         

        
          (b)           Reduction for
Early Determination.  Notwithstanding anything to the contrary,
the monthly benefit, as determined under Section 3(a), shall be reduced by
one-twelfth (1/12th) of two (2) percentage points of Final Average Pay for each
full calendar month by which the Participant’s Benefit Determination Date
precedes the Participant’s Normal Retirement Date.

          


          (c)           Reduction for
Less than 10 Years of Service.  Notwithstanding anything to the
contrary in this Plan, if a Participant (other than a Protected Participant) has
less than ten (10) years of Credited Service at the Participant’s Benefit
Determination Date, the monthly benefit determined under Section 3(a), as
reduced by any reduction required under Section 3(b) and before any offsets
under Section 4, is to be multiplied by a fraction, the numerator of which
equals the Participant’s years of Credited Service (including fractional years)
and the denominator of which equals ten (10) years.  This Section 3(c)
shall not apply in the case of a Protected Participant.

          


          (d)           Benefit
Examples.  Examples of the monthly benefit (stated as a
percentage of Final Average Pay), as determined under this Section 3, are set
forth in Schedule I attached to this Plan.

        

        
           

        

      

      SECTION 4 -
Benefit Offsets

       

      
        Notwithstanding
anything to the contrary, the amount of the Participant’s benefit each month, as
determined under Section 3 as reduced by any reduction required under Sections
3(b) and 3(c) or the amount of the Participant’s surviving spouse’s monthly
benefit under Section 5 is to be further reduced by the Other Retirement
Benefits payable to the Participant or spouse during that month.  In
the event that the Other Retirement Benefits for any month exceed the monthly
benefit payment for that month under this Plan, such excess shall be carried
over and added to the Other Retirement Benefits for subsequent months, until
such excess is exhausted.  The offsets to the Participant’s or
spouse’s benefits under this Section 4 are not to be increased to reflect any
increase in Other Retirement Benefits attributable to increases in the
cost-of-living after the Other Retirement Benefits commence and no benefit is
payable to the Participant or spouse in any month when those Other Retirement
Benefits (including carry-overs from prior months) exceed the monthly benefit
amount determined under Section 3, as reduced under Sections 3(b) and 3(c), or
in the spouse’s case, the benefit determined under Section
5.  Notwithstanding anything to the contrary, if the Participant
returns to Credited Service after his or her Payment Date, then the
Participant’s benefits under this Plan shall be recomputed at the Participant’s
subsequent Separation from Service and shall be reduced by the Actuarial
Equivalent of any benefits previously paid under this Plan to the Participant
and/or his or her spouse and shall again become payable in accordance with
Section 3. The Committee will decide, in its sole discretion, the manner in
which these offsets are to be applied.

      


      
        
          
             

          

           


        

        
          -8-

          
            

          

        

        
           


        

      


      SECTION
5 - Death Benefits

      


      No
benefits under this Plan are payable after the Participant’s death except as
otherwise provided in this Section 5.

      


      (a)           Eligibility for
Death Benefit.  In the case of a Participant (other than a
Protected Participant) who dies before attaining the Early Retirement Date, no
benefits under this Plan are payable after the Participant’s
death.  In the case of a Participant (other than a Protected
Participant) who dies after attaining the Early Retirement Date, except as
otherwise provided in Section 5(c), the Participant’s surviving spouse, if any,
is entitled to receive the spouse’s death benefit described in Section
5(b).  In the case of any Protected Participant who dies at any time,
except as otherwise provided in Section 5(c), the Protected Participant’s
surviving spouse, if any, is entitled to receive the spouse’s death benefit
described in Section 5(b).  The Participant’s spouse who is entitled
to receive the payment(s) under this Section 5 shall be the person, if any, of
the opposite sex to whom the Participant is legally married at the Participant’s
Payment Date or the Participant’s death, which ever happens first.

      


      (b)           Spouse’s Death
Benefit.  The spouse’s death benefit under this Section 5(b)
shall be a monthly payment for the spouse’s life beginning on the first day of
the calendar month coincident with or immediately following the date of the
Participant’s death (or, in the case of a Protected Participant only, the date
that would have been the Protected Participant’s 55th
birthday, if later than his or her date of death).  The amount of the
spouse’s monthly payment shall be equal to (i) one-half (50%) of the monthly
benefit (determined under Section 3, but before the offsets under Section 4)
that the Participant was receiving or would have been entitled to receive as of
the date of the Participant’s death minus (ii) the offsets under Section
4.

      


      (c)           Death Benefit
under Accelerated Payment Method. In the event a
Participant had validly elected the Accelerated Payment Method and dies before
his or her Separation from Service, the Participant’s spouse, if any, shall
receive the Actuarial Equivalent of the spouse’s death benefit under Section
5(b), payable in five (5) annual installment payments, if the Participant died
before reaching age 65, or in a lump sum payment, if the Participant died on or
after his or her 65th
birthday, with the payment(s) beginning on the date the spouse’s death benefit
would have commenced under Section 5(b).  If the Participant dies
before his or her Separation from Service and has no surviving spouse, then no
benefit shall be payable to anyone under this Plan with respect to the
Participant.  If the Participant dies after his or her Separation from
Service but before receiving the lump sum payment or all of the five (5) annual
installment payments as elected under Section 7(c), then that lump sum payment
or the remaining installment payments shall be paid to the Participant’s spouse
or, if the Participant has no surviving spouse, to the Participant’s estate, at
the time those payments would have been paid to the Participant. The
Participant’s spouse who is entitled to receive the payment(s) under this
Section 5(c) shall be the person,
if any, of the opposite sex to whom the participant is legally married at the
Participant’s death.


      
        
          
             

          

           


        

        
          -9-

          
            

          

        

        
           


        

      

      
        
          SECTION
6 - Vesting

          


          (a)           General.  Except
in the case of a Protected Participant, if the Participant’s Termination Date
occurs before the Participant attains the Early Retirement Date, the
Participant’s (and the surviving spouse’s) right to benefits under this Plan
shall be completely forfeited.  In the case of a Protected Participant
or his or her surviving spouse, all of the Protected Participant’s right to
benefits under this Plan (except the surviving spouse’s right to receive death
benefits under Section 5) shall be completely forfeited if the Protected
Participant dies before his or her Benefit Determination Date. Except in the
case of a Protected Participant and his or her surviving spouse, if this Plan is
terminated by the Corporation on or after the Participant attains the Early
Retirement Date but before the Participant’s Benefit Determination Date, the
Participant shall be entitled to receive the benefits under this Plan commencing
at the Participant’s Payment Date in the amount the Participant would have
received under this Plan based on the Participant’s Credited Service and Final
Average Pay determined at this Plan’s termination date, and the Participant’s
surviving spouse shall be entitled to receive the corresponding death benefit
pursuant to Section 5. If this Plan is terminated or amended after a Change in
Control of the Corporation, each Protected Participant who has not consented in
writing to that termination or amendment shall be entitled to receive the
benefits, commencing at his or her Payment Date, that is not less than the
benefits the Protected Participant would have received if the termination or
amendment of this Plan had not occurred and the Protected Participant’s
surviving spouse shall be entitled to receive the corresponding death benefit
pursuant to Section 5.

          


          (b)           Forfeiture for
Cause.  Notwithstanding anything to the contrary, in the case
of a Participant other than a Protected Participant, all of the Participant’s
(and surviving spouse’s) rights and benefits under this Plan shall be
forfeited:

          


          (i)           if
the Participant’s employment with
Black & Decker is terminated by reason of fraud, misappropriation or
intentional material damage to the property or business of Black & Decker;
commission of a felony; or the continuance of a willful and repeated failure by
the Participant to perform his or her duties after written notice to the
Participant specifying such failure; or

          


          (ii)           if,
during the period of 24 months beginning on his or her Termination Date, the
Participant, without the Corporation’s written consent, enters into competition
with Black & Decker or uses or discloses confidential
information.

          


          (c)           Clawback.  If,
during the period of 24 months beginning on his or her Termination Date, the
Participant, without the Corporation’s written consent, enters into competition
with Black & Decker or uses or discloses confidential information, the
Participant shall immediately repay to the Corporation the full amount of any
payments he or she received under this Plan.

          


          (d)           Competition and
Disclosure of Confidential Information.  For purposes of this
Section 6, the Participant shall be deemed to be in competition with Black &
Decker if the Participant, directly or indirectly, solicits as a customer any
company that is or was a customer of

        

      


      
        
          
            
               

            

             


          

          
            -10-

            
              

            

          

          
             


          

        

      

      

        
          Black
& Decker during the Participant’s employment, or that is or was a potential
customer of Black & Decker with which Black & Decker has made business
contacts during the Participant’s employment; provided, however, that the
Participant shall not be deemed to be in competition with Black & Decker by
soliciting a company as a customer of any business that is not in direct or
indirect competition with any of the types of businesses conducted by Black
& Decker within any of the same territories as Black & Decker conducts
such businesses.  In addition, a Participant will be deemed to be in
competition with Black & Decker if the Participant directly or indirectly
becomes an owner, officer, director, operator, sole proprietor, partner, joint
venturer, contractor or consultant, or participates in or is connected with the
ownership, operation, management or control of any company in direct or indirect
competition with any of the types of businesses conducted by Black & Decker
within any of the same territories as Black & Decker conducts such
businesses; provided, however, that the ownership for investment of less than 5
percent (5%) of the outstanding stock of any of the classes of stock issued by a
publicly held company shall not be deemed competition with Black & Decker
for purposes of this Section 6. The Participant shall be deemed to have
disclosed “confidential information” if the Participant uses or fails to
preserve as confidential, communicates, or discloses to any person, orally, in
writing or by publication, any information, regardless of when, where or how
acquired relating to or concerning the affairs of Black & Decker to the
actual or potential detriment of Black & Decker; provided, however, that the
foregoing obligations shall not apply to information that is or becomes public
through no fault of the Participant.

          


          (e)           Committee’s
Discretion.  The Committee shall have the absolute right to
determine in its sole discretion (i) whether or not a Participant’s employment
was terminated as a result of an act described in Section 6(d), and (ii) whether
or not a Participant has entered into competition with Black & Decker or has
disclosed confidential information so as to cause a forfeiture of the
Participant’s benefits hereunder, and the obligation of the Participant to repay
any amounts previously received under this Plan in accordance with Section
6(b).

          


          SECTION
7 - Additional Provisions Concerning Benefits

          


          (a)           Obligation to
Inform.  The payments under this Plan are conditioned on the
agreement of the Participant and the Participant’s spouse (i) to inform the
Committee of all retirement, disability, Social Security, death benefit and
other benefit payments received or receivable by them that may reduce the
Corporation’s obligations to pay benefits under this Plan and (ii) to provide
all information about those payments that the Committee may reasonably request
from time to time in order to administer this Plan.

          


          (b)           Currency and
Exchange Rates.  The benefit payments under this Plan will be
calculated in U.S. dollars using the appropriate currency exchange rate selected
by the Committee in its sole discretion at the Participant’s Payment
Date.  The benefits under this Plan will be paid to the Participant
and the Participant’s spouse in any currency designated by the Participant on or
before the Participant’s Payment Date (or, if the Participant dies before
benefits commence, the currency designated by the spouse), based on the
appropriate currency exchange rate (selected by the Committee in its sole
discretion) in effect at the Participant’s Payment Date.  Once benefit
payments under this Plan have begun, the currency selected by the Participant
(or the Participant’s spouse) and the applicable exchange rate may not be
changed except to the

        

      


      
        
          
             

          

           


        

        
          -11-

          
            

          

        

        
           


        

      

       

      
        
          extent
that the Committee, in its sole discretion, may approve a change in order to
prevent extreme financial hardship to the Participant or the Participant’s
spouse.

          


          (c)           Election of
Accelerated Payment Method.  Any Participant who was eligible
for and, on or before December 31, 2006, validly elected the Accelerated Payment
Method shall receive his or her benefits under this Plan under the Accelerated
Payment Method described in paragraphs (i) and (ii) of this Section
7(c).  Any Participant who made the Accelerated Payment Method
election on or after February 9, 2006, could, as a part of that election,
irrevocably elect to defer his or her Payment Date to any date that is at least
six (6) months and one day after the Participant’s Separation from Service but
not more than eighteen (18) months after his or her Separation from
Service.  Under all circumstances, any Accelerated Payment Method
election is irrevocable and shall apply to any benefits that become payable to
the Participant and his or her spouse under this Plan.

          


          (i) If
the Participant’s Payment Date occurs before his or her 65th
birthday, the present value of the Participant’s benefits under this Plan
(including the spouse’s benefit) shall be paid to him or her in five (5) equal
annual installments that are the Actuarial Equivalent of the Participant’s
benefits under this Plan as of the Benefit Determination Date (including any
benefits for the Participant’s spouse and after being reduced by the Actuarial
Equivalent of all applicable benefit reductions and offsets), which installments
shall be payable on the Participant’s Payment Date and the next four successive
anniversaries of the Participant’s Payment Date, with those installment payments
being calculated taking into account interest from the Benefit Determination
Date to the date of the last installment payment at the rate of four and
one-half percent (4.5%).

          


          (ii) If
the Participant’s Payment Date occurs on or after the Participant’s 65th
birthday, the present value of the Participant’s benefits under this Plan
(including the spouse’s benefit) shall be paid to him or her at the Payment Date
in a lump sum payment that is the Actuarial Equivalent of the Participant’s
benefits under this Plan as of the Benefit Determination Date (including any
benefits for the Participant’s spouse and after being reduced by the Actuarial
Equivalent of all applicable benefit reductions and offsets).

          


          SECTION
8 - Corporation’s Obligations are Unfunded and Unsecured

          


          Except as
otherwise required by applicable law, the Corporation’s obligations under this
Plan are not required to be funded or secured in any manner; no assets need be
placed in trust or in escrow or otherwise physically or legally segregated for
the benefit of any Participant; and the eventual payment of the benefits
described in this Plan to a Participant or the Participant’s spouse or estate is
not required to be secured to the Participant or his or her spouse by the
issuance of any negotiable instrument or other evidence of the Corporation’s
indebtedness.  Neither a Participant nor the Participant’s spouse is
entitled to any property interest, legal or equitable, in any specific asset of
the Corporation, and, to the extent that any person acquires any right to
receive payments under the provisions of this Plan, that right is intended to be
no greater than or to have any preference or priority over the rights of any
other unsecured general creditor of the Corporation. However, the Corporation
reserves the right, in its sole discretion, to

        

      


      
        
          
             

          

           


        

        
          -12-

          
            

          

        

        
           


        

      


      
        accumulate
assets to offset its eventual liabilities under this Plan and physically or
legally to segregate assets for the benefit of any Participant or Participant’s
spouse (whether by escrow, by trust, by the purchase of an annuity contract or
by any other method of funding selected by the Corporation) without liability
for any adverse tax consequences resulting to that Participant or that
Participant’s spouse from the Corporation’s action, except as otherwise provided
in this Section with respect to a Protected Participant and his or her
spouse.  Any such segregation of assets may be made with respect to
the Corporation’s obligations under this Plan for benefits attributable to an
individual Participant, a selected group of Participants or all Participants, as
the Corporation may determine from time to time, in its absolute
discretion.  Notwithstanding anything to the contrary, in the case of
a Protected Participant (or his or her spouse), if the Corporation or any of its
affiliates or subsidiaries takes or has taken any action (without the written
consent of the Protected Participant or, if the Protected Participant is
deceased, his or her spouse) that causes the Protected Participant or the
Protected Participant’s spouse to incur income or other taxes with respect to
any benefit under this Plan before the date that benefit is payable to the
Protected Participant (or his or her spouse), the Corporation shall, within 60
days after a demand therefor is made by the Protected Participant or his or her
spouse, reimburse the Protected Participant (or his or her spouse) for the full
amount of those income or other taxes as well as for the full amount of the
income  or other taxes the Protected Participant (or his or her
spouse) will incur with respect to such reimbursement or any subsequent
reimbursement hereunder. Benefits under this Plan shall be payable by the
Corporation from the Corporation’s general assets and no other company shall
have any responsibility or liability under this Plan.  The
Corporation’s liabilities under this Plan shall, however, be discharged to the
extent of any payment received by the Participant (or the Participant’s
surviving spouse) from any other company made for that purpose and on the
Corporation’s behalf or for its benefit.

        


        SECTION
9 - Alienation or Encumbrance

        


        No
payments, benefits or rights under this Plan shall be subject in any manner to
anticipation, sale, transfer, assignment, mortgage, pledge, encumbrance, charge
or alienation by a Participant, the Participant’s spouse or any other person who
could or might possibly receive benefit payments that were due to the
Participant or the Participant’s spouse, but were not paid.  If the
Corporation determines that any person entitled to payments under this Plan has
become insolvent, bankrupt, or has attempted to anticipate, sell, transfer,
assign, mortgage, pledge, encumber, charge or otherwise in any manner alienate
any amount payable to that person under this Plan or that there is any danger of
any levy, attachment, or other court process or encumbrance on the part of any
creditor of that person, against any benefit or other amounts payable to that
person, the Corporation may, in its sole discretion and to the extent permitted
by law, at any time, withhold any or all such payments or benefits and apply the
same for the benefit of that person, in such manner and in such proportion as
the Corporation may deem proper.

        


        SECTION
10 - Other Benefits

        


        The
provisions of this Plan relate only to the specific benefits described in this
Plan and are not intended to affect any other benefits to which a Participant
may be entitled as a retiree or former employee of Black &
Decker.  Except as provided below in this Section 10, nothing
contained in this Plan shall in any manner modify, impair or affect the existing
rights or interests

      

       

       


      
        
          
             

          

           


        

        
          -13-

          
            

          

        

        
           


        

      

      of a
Participant under any other benefit plan provided by Black & Decker, and the
rights and interests of a Participant to any benefits or as a participant or
beneficiary in or under any or all such plans shall continue in full force and
effect unimpaired, subject nonetheless to the eligibility requirements and other
terms of each such plan. This Section shall not be interpreted as modifying in
any way the effect that the Participant’s termination of employment and
retirement has upon the Participant’s rights under such other plans. The
benefits provided under this Plan are not to be applied as an offset against any
other retirement or deferred compensation benefits or payments that are
otherwise to be provided by Black & Decker to the Participant or the
Participant’s beneficiaries; and those benefits or payments are to be calculated
first, ignoring this Plan’s existence.  In no event shall any benefits
payable under this Plan be treated as salary or other compensation to a
Participant for the purpose of computing benefits to which the Participant may
be entitled under any other benefit plan of Black & Decker.

      


      SECTION
11 - No Guarantee of Employment

      


      This Plan
shall not be construed as conferring any legal rights upon any Participant for
continuation of employment, nor shall it interfere with the rights of Black
& Decker to discharge a Participant and to treat the Participant without
regard to the effect which such treatment might have upon the Participant under
this Plan.

      


      SECTION
12 - Cooperation of Parties

      


      Each
Participant (and surviving spouse) shall perform any and all reasonable acts and
execute any and all reasonable documents and papers that are necessary or
desirable for carrying out this Plan or any of its provisions.

      


      SECTION
13 - Benefit Claims

       

      
        (a)           Claims
Procedure.  Any claim by a Participant, a Participant’s spouse
or any person claiming on behalf of the Participant or the Participant’s spouse
that benefits under this Plan have not been paid in accordance with the terms
and conditions of this Plan shall be made in writing and delivered to the
Committee at the Corporation’s principal office in the State of
Maryland.  The Committee shall notify the claimant if any additional
information is needed to process the claim.  All claims shall be
approved or denied by the Committee within 90 days of receipt of the claim by
the Committee.  If the claim is denied, the Committee shall furnish
the claimant with a written notice containing:

         

      

      
        (i)  an
explanation of the reason for the denial;

        


        (ii)  a
specific reference to the applicable provisions of this Plan;

        


        (iii) a
description of any additional material or information necessary for the claimant
to pursue the claim;

        


        (iv) an
explanation of this Plan’s claim review procedure described in this Section 13;
and


        
          
            
               

            

             


          

          
            -14-

            
              

            

          

          
             


          

        

        
                  (v)
a statement of the claimant’s right to arbitration under Section 13(c) following
denial of his or her claim.



        
          
            Within 90
days of receipt of the notice described above, the claimant shall, if further
review is desired, file a written request for reconsideration with the
Committee.  A request for reconsideration must include an explanation
of the grounds for the request and
the facts supporting the claim.  So long as the claimant’s request for
review is pending, including such 90-day period, the claimant or the claimant’s
duly authorized representative may review pertinent documents and may submit
issues and comments in writing to the Committee.

            


            A final
decision shall be made by the Committee within 60 days of the filing of the
request for reconsideration; provided, however, that the Committee, in its
discretion, may extend this period up to an additional 60 days.

            


            The
decision by the Committee shall be conveyed to the claimant in writing and shall
include specific reasons for the decision, with specific references to the
applicable provisions of this Plan on which the decision is
based.


            (b)           Arbitration.  Any
dispute or controversy arising in connection with a benefit claim under this
Plan, after the claims procedure in Section 13(a) has been exhausted, shall be
settled exclusively and finally by arbitration to be conducted in Towson,
Maryland before a neutral arbitrator with expertise in employment law, including
ERISA, in accordance only with the Employee Benefit Plan Claims Arbitration
Rules then in effect of the American Arbitration Association.  The
scope of review of the arbitration conducted hereunder shall be limited to
whether Black & Decker, the Board or the Committee was arbitrary and
capricious in the exercise of its or their discretion pursuant to the terms of
this Plan.  The arbitrator appointed hereunder shall have no authority
or power to grant any remedy or relief not otherwise contained in this Plan and
may grant relief contained in this Plan only if the arbitrator determines that
the interpretation or administration of this Plan was in fact arbitrary and
capricious.  The arbitrator appointed hereunder shall have no
authority to add to, detract from, or modify any term or condition of this
Plan.  The arbitrator shall have no authority to grant any relief or
remedy other than as called for by the terms of this Plan even if such relief or
remedy is otherwise available at law or in equity but for the terms and
conditions of this Plan.  Judgment may be entered on the arbitrator’s
award in a court of competent jurisdiction in the venue of the
arbitration.

            


            (c)           Attorneys’
Fees.  The Corporation shall pay to a Protected Participant or
a Protected Participant’s surviving spouse all legal fees and expenses incurred
by the Protected Participant or the Protected Participant’s surviving spouse in
making a claim for benefits or otherwise in seeking to obtain or enforce any
right or benefit provided by this Plan.

          

        

        


        SECTION
14 - Incapacity

        


        If a
Participant or the Participant’s spouse has become legally incompetent, then the
legal guardian, or other legal representative of such Participant’s or spouse’s
estate, shall be entitled to act for and represent such incompetent Participant
or spouse in all matters and to the same extent

      

      

        
          
            
               

            

             


          

          
            -15-

            
              

            

          

          
             


          

        



      
        as the
Participant or spouse could have done but for such incompetency, including but
not limited to the receipt of benefits under this Plan.

        


        SECTION
15 - Administration

        


        
          (a)           Committee’s
Responsibilities.  This Plan shall be administered by the
Committee, which shall be responsible for all matters affecting the
administration of this Plan and, in addition to those responsibilities specified
elsewhere in this Plan, shall have the following duties and responsibilities in
connection with the administration of this Plan:

        

         

        
          (i)           To
prepare and enforce such rules, regulations and procedures as shall be proper
for the efficient administration of this Plan, such rules, regulations and
procedures to apply uniformly to all Participants;

          


          (ii)          To
determine all questions arising in the administration, interpretation and
application of this Plan, including questions of the status and rights of
Participants and any other persons hereunder;

          


          (iii)         To
decide any dispute arising hereunder;

          


          (iv)         To
correct defects, supply omissions, and reconcile inconsistencies to the extent
necessary to effectuate this Plan;

          


          (v)          To
compute the amount of benefits that shall be payable to any Participant or
spouse in accordance with the provisions of this Plan and to determine the
person or persons to whom such benefits shall be paid;

          


          (vi)         To
select the currency conversion or exchange rates to be applied in determining a
Participant’s or spouse’s benefits under this Plan, where foreign currencies are
involved;

          


          (vii)        To
authorize all payments that shall be made pursuant to the provisions of this
Plan;

          


          (viii)       To
make recommendations to the Corporation’s Board of Directors with respect to
proposed amendments to this Plan;

          


          (ix)         
To file all reports with government agencies, employees, and other parties as
may be ­required by law, whether such reports are initially the obligation
of the Corporation or this Plan; and

          


          (x)          
To have all such other powers as may be necessary to discharge its duties
hereunder.

        


        
          
            
              (b)           Plan
Interpretation.  The Committee shall have the authority to
interpret this Plan in its sole and absolute discretion.  The
Committee’s interpretation of this Plan and actions
in

            

          

        

      


      
        
          
             

          

           


        

        
          -16-

          
            

          

        

        
           


        

      

      
         

      

       respect
of this Plan shall be binding and conclusive on all persons for all purposes,
subject only to review by an arbitrator in accordance with the provisions and
standards set forth in Section 13(b).  It is intended that this Plan
comply with Section 409A of the Code and any regulations or guidance issued
thereunder and shall be
interpreted accordingly. Notwithstanding the amendment pro­visions of
Section 16, this Plan may be amended by the Board at any time, retroactively if
required, if found necessary, in the opinion of the Board, to conform this Plan
to the provisions and requirements of Section 409A of the Code. No such
amendment shall be considered prejudicial to any interest of a Participant or
his or her spouse. Any provision of this Plan not in conformance with Section
409A of the Code shall be void.

      


      (c)           Committee’s
Liability and Indemnification.  Neither the Committee nor any
person acting on its behalf shall be liable to any person for any action taken
or omitted in connection with the interpretation and administration of this Plan
unless attributable to gross negligence or willful misconduct. In addition to
such other rights of indemnification they may have as directors, officers or
employees of the Corporation, each member of the Committee shall be indemnified
by the Corporation against the reasonable expenses, including attorneys’ fees,
actually and necessarily incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to which such
member may be a party by reason of any action taken or omitted under or in
connection with this Plan, and against all amounts paid in settlement thereof,
provided such settlement is approved by independent legal counsel selected by
the Corporation, or paid by such member in satisfaction of a judgment in any
such action, suit or proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit or proceeding that such member is liable
for gross negligence or willful misconduct in such member’s duties; provided
that within 60 days after the institution of such action, suit or proceeding the
member shall in writing offer the Corporation the opportunity, at its own
expense, to handle and defend the same.

      


      (d)           Self-Dealing.  If
a Participant is also a member of the Committee, the Participant may not vote or
act upon matters relating specifically to such member’s participation in this
Plan.

      


      SECTION
16 - Amendments and Termination

      


      The Board
reserves the right at any time and from time to time to the extent permissible
under law, to amend or terminate this Plan, prospectively or retroactively, in
whole or in part; provided, however, that no such amendment or termination shall
(A) have the effect of accelerating or permitting the acceleration of any
payment under this Plan, except to the extent that such acceleration would be
permitted under Section 409A of the Code, or (B) without the Participant’s
written agreement, reduce or impair (i) the benefits or rights of any
Participant (or spouse) whose Benefit Determination Date occurred before the
date the amendment is adopted or this Plan is terminated, (ii) the vested
benefits and rights of any Participant who is then employed by Black &
Decker or (iii) the right of any Protected Participant and/or his or her
surviving spouse to receive benefits under this Plan determined as if that Plan
termination or amendment had not occurred.  Any amendment or
termination shall be adopted by resolution of the Board.


      
        
          
             

          

           


        

        
          -17-

          
            

          

        

        
           


        

      


      
        SECTION
17 - Severability

        


        If any
provision of this Plan shall be held void or unenforceable, the remaining
provisions of this Plan shall remain in full force and effect; provided,
however, that in interpreting this Plan, such void or unenforceable provision
shall be replaced with an effective and legally permissible provision, the
effect of which shall be identical to, or as close as reasonably possible to,
the effect of the original provision.

        


        SECTION
18 - Construction

        


        Any use
of the singular shall include the plural, and vice versa, as may be appropriate.
Titles, captions or paragraph headings contained in this Plan are for purposes
of convenience and reference only, and shall not operate to define or modify the
text to which they relate.

        


        SECTION
19 - Choice of Law

        


        This
Plan, and the respective rights and duties of the Corporation and all persons
thereunder, shall in all respect be governed by and construed under the laws of
the State of Maryland, except to the extent, if any, that those laws may have
been pre-empted by federal law.  This Plan is intended to be a
“pension plan” within the meaning of Section 3(2)(A) of ERISA, which is exempt
from Parts 2, 3
and 4 of ERISA by virtue of Sections 201(2), 301(a)(3) and 401(a)(1) thereof,
respectively, and is not designed to meet
the requirements of Section 401(a) of the Code.

        


        SECTION
20 - Parties to be Bound

        


        The
provisions of this Plan shall be binding upon, and shall inure to the benefit of
the Corporation, its successors and assigns, and each Participant and the
Participant’s spouse and estate.

        


        Originally
adopted January 30, 1984

        Amendment
and Restatement adopted February 18, 1993

        Amendment
and Restatement adopted July 20, 1995

        Amendment
and Restatement adopted February 14, 1996

        Amendment
and Restatement adopted October 15, 1998

        Amendment
and Restatement adopted February 11, 1999

        Amendment
and Restatement adopted April 27, 2004

        Amendment
and Restatement adopted October 14, 2005

        Amendment
and Restatement adopted February 9, 2006

        Amendment
and Restatement adopted October 16, 2008

      


      
        
          
             

          

           


        

        
          -18-

          
            

          

        

        
           


        

      

      
        THE
BLACK & DECKER SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

        


        SCHEDULE
I - EXAMPLES OF MONTHLY BENEFIT AMOUNTS*

        STATED
AS A PERCENTAGE OF FINAL AVERAGE PAY

        


        PARTICIPANTS
(OTHER THAN PROTECTED PARTICIPANTS)

        


        
          	
                   

                  YEARS
      OF CREDITED SERVICE

                	
                  BENEFIT
      DETERMINATION DATE**

                
	
                   

                  AGE
      55

                	
                   

                  AGE
      56

                	
                   

                  AGE
      57

                	
                   

                  AGE
      58

                	
                   

                  AGE
      59

                	
                   

                  AGE
      60 OR MORE

                
	
                  Less
      than 5

                	
                    0%

                	
                      0%

                	
                      0%

                	
                      0%

                	
                     0%

                	
                    0%

                
	
                  5

                	
                  20%

                	
                    21%

                	
                    22%

                	
                    23%

                	
                   24%

                	
                  25%

                
	
                  6

                	
                  24%

                	
                    25.2%

                	
                    26.4%

                	
                    27.6%

                	
                    28.8%

                	
                  30%

                
	
                  7

                	
                  28%

                	
                    29.4%

                	
                    30.8%

                	
                    32.2%

                	
                    33.6%

                	
                  35%

                
	
                  8

                	
                  32%

                	
                    33.6%

                	
                    35.2%

                	
                    36.8%

                	
                    38.4%

                	
                  40%

                
	
                  9

                	
                  36%

                	
                    37.8%

                	
                    39.6%

                	
                    41.4%

                	
                    43.2%

                	
                  45%

                
	
                  10

                	
                  40%

                	
                   42%

                	
                  44%

                	
                   46%

                	
                   48%

                	
                  50%

                
	
                  11

                	
                  40%

                	
                   42%

                	
                  44%

                	
                   46%

                	
                   48%

                	
                  50%

                
	
                  12

                	
                  40%

                	
                   42%

                	
                  44%

                	
                   46%

                	
                   48%

                	
                  50%

                
	
                  13

                	
                  40%

                	
                   42%

                	
                  44%

                	
                   46%

                	
                   48%

                	
                  50%

                
	
                  14

                	
                  40%

                	
                   42%

                	
                  44%

                	
                   46%

                	
                   48%

                	
                  50%

                
	
                  15
      or more

                	
                  50%

                	
                   52%

                	
                  54%

                	
                   56%

                	
                   58%

                	
                  60%

                


        

        


        


        PROTECTED
PARTICIPANTS

        


        
          	
                   

                  YEARS
      OF CREDITED SERVICE

                	
                  BENEFIT
      DETERMINATION DATE**

                
	
                   

                  AGE
      55

                	
                   

                  AGE
      56

                	
                   

                  AGE
      57

                	
                   

                  AGE
      58

                	
                   

                  AGE
      59

                	
                   

                  AGE
      60 OR MORE

                
	
                  1

                	
                  50%

                	
                  52%

                	
                  54%

                	
                  56%

                	
                  58%

                	
                  60%

                
	
                  2

                	
                  50%

                	
                  52%

                	
                  54%

                	
                  56%

                	
                  58%

                	
                  60%

                
	
                  3

                	
                  50%

                	
                  52%

                	
                  54%

                	
                  56%

                	
                  58%

                	
                  60%

                
	
                  4

                	
                  50%

                	
                  52%

                	
                  54%

                	
                  56%

                	
                  58%

                	
                  60%

                
	
                  5

                	
                  50%

                	
                  52%

                	
                  54%

                	
                  56%

                	
                  58%

                	
                  60%

                
	
                  6

                	
                  50%

                	
                  52%

                	
                  54%

                	
                  56%

                	
                  58%

                	
                  60%

                
	
                  7

                	
                  50%

                	
                  52%

                	
                  54%

                	
                  56%

                	
                  58%

                	
                  60%

                
	
                  8

                	
                  50%

                	
                  52%

                	
                  54%

                	
                  56%

                	
                  58%

                	
                  60%

                
	
                  9

                	
                  50%

                	
                  52%

                	
                  54%

                	
                  56%

                	
                  58%

                	
                  60%

                
	
                  10

                	
                  50%

                	
                  52%

                	
                  54%

                	
                  56%

                	
                  58%

                	
                  60%

                
	
                  11

                	
                  50%

                	
                  52%

                	
                  54%

                	
                  56%

                	
                  58%

                	
                  60%

                
	
                  12

                	
                  50%

                	
                  52%

                	
                  54%

                	
                  56%

                	
                  58%

                	
                  60%

                
	
                  13

                	
                  50%

                	
                  52%

                	
                  54%

                	
                  56%

                	
                  58%

                	
                  60%

                
	
                  14

                	
                  50%

                	
                  52%

                	
                  54%

                	
                  56%

                	
                  58%

                	
                  60%

                
	
                  15
      or more

                	
                  50%

                	
                  52%

                	
                  54%

                	
                  56%

                	
                  58%

                	
                  60%

                


        

        


        


        *Calculated
before application of benefit offsets under Section 4, but after application of
the early retirement reduction (for all Participants) and the reduction for less
than 10 years of Credited Service (for Participants other than Protected
Participants), in Sections 3(b) and 3(c), respectively.

        


        **The
examples assume that the Participant’s Normal Retirement Date is age 60.

      

      
         

        -19-