Exhibit 10(a)

                                                                      As Amended
                                                                    10/20/94 and
                                                                        10/19/00

                         THE BLACK & DECKER CORPORATION
                           DEFERRED COMPENSATION PLAN
                           FOR NON-EMPLOYEE DIRECTORS

1.       Eligibility.
         -----------

         Each member of the Board of Directors of The Black & Decker Corporation
         (the "Corporation") who is not an employee of the Corporation or any of
         the  Corporation's  subsidiaries,  is eligible to  participate  in this
         Deferred Compensation Plan for Non-Employee Directors (the "Plan").

2.       Administration of Plan.
         ----------------------

         The Plan will be  administered  by a committee  of three  persons  (the
         "Committee")  consisting of the persons who from time to time shall be:
         (a) the  Chief  Executive  Officer  of the  Corporation,  (b) the Chief
         Financial  Officer of the  Corporation,  and (c) the  Secretary  of the
         Corporation.  The  Committee  shall  have full power to  interpret  and
         administer the Plan, and the  Committee's  interpretations  and actions
         shall be binding and  conclusive on all persons for all  purposes.  The
         Committee  shall act by vote or written  consent  of a majority  of its
         members.  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 the Plan
         unless attributable to willful misconduct or lack of good faith.

3.       Participation.
         -------------

         a.       An eligible director may elect to defer all or any part of the
                  compensation which would otherwise have been payable currently
                  for services as a member of the Board of Directors  (including
                  fees  payable for  services as a member of a committee  of the
                  Board).  An  election  must be  executed  and  filed  with the
                  Committee prior to the date on which the compensation  will be
                  earned. A new director may elect to participate in the Plan by
                  executing and filing an election  with the Committee  prior to
                  the commencement of the director's term of office.

         b.       An  election  shall  be  in  writing substantially in the form
                  attached as Exhibit A.

         c.       An election to participate in the Plan shall be effective from
                  the date of the  election and for all  subsequent  years until
                  the calendar year following the year in which the  participant
                  files a revised election or a notice of termination.

         d.       A  participant  may  terminate  participation  in the  Plan by
                  executing   and  filing   with  the   Committee  a  notice  of
                  termination.  Any such  termination  shall be effective at the
                  end of the calendar year in which the notice is given.  In the
                  event of  termination,  the amount already  deferred under the
                  Plan and  interest  thereon  shall be paid to the  participant
                  only as  indicated  in Section 5,  Distribution  from Plan.  A
                  director  who  has  filed  a   termination   of  election  may
                  thereafter file an election to participate in the Plan for any
                  calendar year commencing after filing the election.

4.       Deferred Compensation Account.
         -----------------------------

         A general  ledger  account,  hereinafter  referred  to as the  Deferred
         Compensation  Account  (the  "Account")  shall be  established  for the
         purpose of reflecting deferred compensation.  All deferred compensation
         otherwise payable to the participant for the calendar year to which the
         election  applies  shall be  credited  to the  Account,  together  with
         interest  compounded  semi-annually  on  January 1 and July 1 at a rate
         equal to the  higher  of the  yield on the  Income  Fund of The Black &
         Decker Corporation  Retirement Savings Plan or the T. Rowe Price Equity
         Index Fund  during  the  period  then  ended.  Title to and  beneficial
         ownership  of  the  Account  shall  remain  in  the  Corporation.   The
         obligation  to pay  shall  be a  general  unsecured  obligation  of the
         Corporation,   and  the  participating   director  and  his  designated
         beneficiaries  shall not have any property  interest  whatsoever in any
         specific  assets of the  Corporation.  The  Corporation  may,  however,
         establish  a  "Rabbi  Trust"  for   individual   participants   or  all
         participants as a group. With the consent of a participant, the Trustee
         of a "Rabbi Trust"  established for that participant may be directed to
         invest the participant's  deferred  compensation in common stock of the
         Corporation,  and if that is done, (1) neither the  Corporation nor the
         trustee  shall have any  liability for any decrease in the value of the
         stock held in the trust and (2) the timing of any distribution from the
         trust shall be in accordance  with the election made under section 5 of
         the Plan.

5.       Distribution from Plan.
         ----------------------

         a.       All  compensation  deferred under the Plan,  plus  accumulated
                  interest,   shall  be   distributed   in  a  lump  sum  or  in
                  approximately  equal annual installments not exceeding ten, as
                  specified  by  the  participant  at the  time  of  making  the
                  election. The first installment, or the lump sum distribution,
                  shall  be  paid  on  the  first  day  of  the  calendar   year
                  immediately following the year in which the participant ceases
                  to be a director of the Corporation.  Subsequent  installments
                  shall be paid on the  first  day of each  succeeding  calendar
                  year  until  all   amounts  in  the   participant's   Deferred
                  Compensation Account have been paid.

         b        Notwithstanding  the above,  if a participant  incurs a severe
                  financial hardship, the Committee  administering the Plan may,
                  in its sole  discretion,  revise the  payment  schedule to the
                  extent reasonably  necessary to eliminate the severe financial
                  hardship.  The severe financial hardship must have been caused
                  by an  accident,  illness or other event beyond the control of
                  the  participant.  In the event a  participant  ceases to be a
                  director of the Corporation and becomes a proprietor, officer,
                  partner,  employee or otherwise  becomes  affiliated  with any
                  business that is in competition with the Corporation or any of
                  its  subsidiaries,  or becomes  employed  by any  governmental
                  agency  having   jurisdiction   over  the  activities  of  the
                  Corporation or any of its subsidiaries,  the Committee, at its
                  sole discretion, may pay to the participant the entire balance
                  of the participant's  Deferred  Compensation  Account.  In the
                  event a  participant  dies  before all  deferred  amounts  are
                  distributed,   the  remaining  balance  of  the  participant's
                  Deferred  Compensation  Account shall be paid on the first day
                  of the  calendar  year  following  the year of  death,  to the
                  beneficiaries  most  recently  designated  by the  director in
                  writing.   If  no   beneficiaries   are  designated  or  being
                  designated, fail to survive the participant,  payment shall be
                  made to the estate of the participant.

6.       Rights.
         ------

         The right of a participant in the Plan to any deferred  compensation or
         interest  thereon  shall not be  subject to  assignment,  anticipation,
         alienation,  transfer, pledge, or encumbrance except by laws of descent
         and distribution.

7.       No Trusts.
         ---------

         Nothing  contained  in the Plan and no  action  taken  pursuant  to the
         provisions of the Plan shall be construed to create a trust of any kind
         or an escrow arrangement of any form.

8.       Copies of Plan.
         --------------

         Copies  of the Plan and any and all  amendments  thereto  shall be made
         available  to all  members  of the  Board of  Directors  during  normal
         business hours at the office of the Secretary of the Corporation.




<PAGE>






                                                                       Exhibit A


                         THE BLACK & DECKER CORPORATION

                         Election to Defer Compensation

                           Deferred Compensation Plan
                           for Non-Employee Directors


         I acknowledge  receiving a copy of the Deferred  Compensation  Plan for
Non-Employee Directors.

         Pursuant  to the  terms of the  Plan,  I elect to defer  receiving  the
following:

                                   --- Board retainers

                                   --- Board attendance fees

                                   --- Committee attendance fees

         My election will continue in effect until the first day of the calendar
year  following  the year in which I file written  notice of  termination  or of
amendment of this election with the Secretary of the Corporation.

         I also elect that all amounts  deferred  under the Plan,  together with
accumulated  interest  earned  thereon,  shall be  distributed to me in (specify
number, not exceeding ten) annual installment(s)  commencing on the first day of
the  calendar  year  immediately  following  the  year in  which I cease to be a
director of the Corporation,  and subsequent  installments  shall be paid on the
first day of each  succeeding  calendar year until the entire amount credited to
my account shall have been paid.

         If I die prior to distribution of the entire amount,  I direct that the
remaining amount be paid to:



         (name)                                                (relationship)



         (street address)



         (city, state, zip code)



         (dated)                                              (signature)



                                                              (printed name)

================================================================================


FOR CORPORATION'S USE




Date Received                                                Corporate Secretary