As Amended
                                                                      ----------
                                                                         2/12/98
                                                                         -------
                         THE BLACK & DECKER CORPORATION

                1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS


     Attracting and retaining  qualified  individuals  to serve as  non-employee
directors is vital to the continued  success of The Black & Decker  Corporation.
To that end and to bind the interests of those  individuals  to the interests of
the  Corporation  and its  stockholders,  this stock  option plan offers them an
attractive opportunity to acquire a proprietary interest in the Corporation.


                                  ARTICLE 1:00

                                   Definitions

1:01      The term "Board of Directors" shall mean the Board of Directors of the
          Corporation.

1:02      The term  "Change in  Control"  shall  have the  meaning  provided  in
          Section 7:02 of the Plan.

1:03      The term  "Code"  shall mean the  Internal  Revenue  Code of 1986,  as
          amended, and any regulations promulgated thereunder.

1:04      The term  "Common  Stock" shall mean the shares of common  stock,  par
          value $.50 per share, of the Corporation.

1:05      The term "Corporation" shall mean The Black & Decker Corporation.

1:06      The term  "Exchange  Act" shall mean the  Securities  Exchange  Act of
          1934, as amended.

1:07      The term "Fair Market Value of a share of Common Stock" shall mean the
          average  of the high and low sale  price per share of Common  Stock as
          finally reported in the New York Stock Exchange Composite Transactions
          for the New York Stock Exchange,  or if shares of Common Stock are not
          sold on such  date,  the  average  of the high and low sale  price per
          share  of  Common  Stock as  finally  reported  in the New York  Stock
          Exchange  Composite  Transactions  for the New York Stock Exchange for
          the most recent prior date on which shares of Common Stock were sold.

1:08      The term  "Limited  Stock  Appreciation  Right"  shall  mean a limited
          tandem stock  appreciation  right that  entitles the holder to receive
          cash upon a Change in Control pursuant to Article 7:00 of the Plan.

1:09      The  term  "Option"  or  "Stock  Option"  shall  mean a right  granted
          pursuant to the Plan to purchase shares of Common Stock.

1:10      The  term  "Option   Agreement"  shall  mean  the  written   agreement
          representing  Options granted  pursuant to the Plan as contemplated by
          Article 5:00 of the Plan.

1:11      The term "Plan"  shall mean The Black & Decker 1995 Stock  Option Plan
          for  Non-Employee  Directors  as approved by the Board of Directors on
          December 8, 1994, and adopted by the  stockholders  of the Corporation
          at the 1995 Annual Meeting of Stockholders, as the same may be amended
          from time to time.
<PAGE>
                                  

                                  ARTICLE 2:00

                           Effective Date of the Plan

2:01      The Plan shall become  effective upon stockholder  approval,  provided
          that such approval is received on or before May 31, 1995.

                                  ARTICLE 3:00

                            Participation in the Plan

3:01      Participation  in the Plan  shall be limited  to  individuals  who are
          directors  of the  Corporation  but  not  full-time  employees  of the
          Corporation on the date of grant of an Option.

3:02      No member of the Board of Directors who is a full-time  employee shall
          be  eligible  to  participate  in  the  Plan.  No  director  who  owns
          beneficially  more than 10% of the total combined  voting power of all
          classes of stock of the  Corporation  shall be eligible to participate
          in the Plan.

3:03      Upon  initial  election  to  the  Board  of  Directorsand   upon  each
          successive  reelection  to the Board,  a  director  who on the date of
          election or reelection is not a full-time  employee of the Corporation
          shall  automatically  receive an Option to  purchase  2,500  shares of
          Common Stock.

                                  ARTICLE 4:00

                            Stock Subject to the Plan

4:01      There shall be  reserved  for the  granting of Option  pursuant to the
          Plan and for issuance and sale pursuant to such Options 150,000 shares
          of Common  Stock.  To  determine  the number of shares of Common Stock
          available  at any time for the  granting  of  Options,  there shall be
          deducted from the total number of reserved  shares of Common Stock the
          number of shares of Common Stock in respect of which Options have been
          granted  pursuant to the Plan that are still  outstanding or have been
          exercised.  The shares of Common  Stock to be issued upon the exercise
          of Options  granted  pursuant to the Plan shall be made available from
          the authorized and unissued  shares of Common Stock. If for any reason
          shares of Common Stock as to which an Option has been granted cease to
          be subject to purchase  thereunder,  then such shares of Common  Stock
          again shall be available for issuance  pursuant to the Plan. Except as
          provided in Section 4:03,  however,  the aggregate number of shares of
          Common Stock that may be issued upon the exercise of Options  pursuant
          to the Plan shall not exceed 150,000 shares.

4:02      Proceeds from the purchase of shares of Common Stock upon the exercise
          of Options granted  pursuant to the Plan shall be used for the general
          business purposes of the Corporation.

4:03      Subject  to  the   provisions   of  Section  7:02,  in  the  event  of
          reorganization,   recapitalization,   stock  split,   stock  dividend,
          combination of shares of Common Stock,  merger,  consolidation,  share
          exchange,  acquisition  of  property  or stock,  or any  change in the
          capital  structure of the  Corporation,  the number and kind of shares
          reserved for the granting of Options and the number, kind and price of
          shares  covered by Options  granted  pursuant to the Plan but not then
          exercised shall be adjusted appropriately by resolution of the Board.
<PAGE>

                                  ARTICLE 5:00
   
                         Terms and Conditions of Options

5:01      Each  Option  granted  pursuant to the Plan shall be  evidenced  by an
          Option  Agreement in such form as the Board of Directors  from time to
          time may determine.

5:02      The  exercise  price per share for Options  shall be equal to the Fair
          Market  Value of a share of  Common  Stock on the date of grant of the
          Options.

5:03      Subject to the other  limitations  set forth in the Plan,  the term of
          the Option shall be 10 years from the date on which it is granted.

5:04      Each Option  shall  become  exercisable  12 months  after the date the
          Option was  granted.  If an Option  holder does not  purchase the full
          number of shares of Common Stock that he or she at any time has become
          entitled to purchase,  he or she may purchase all or any part of those
          shares of Common Stock at any  subsequent  time during the term of the
          Option.

5:05      Options  shall  be  nontransferable  and  nonassignable,  except  that
          Options may be transferred by  testamentary  instrument or by the laws
          of descent  and  distribution  and may be  transferred  pursuant  to a
          qualified  domestic relations order as defined by the Internal Revenue
          Code of 1986, as amended, or Title I of the Employee Retirement Income
          Security Act.

5:06      If an Option holder ceases to be a director of the Corporation, his or
          her Option and all rights thereunder shall terminate  effective at the
          close of  business  on the  date  the  Option  holder  ceases  to be a
          director  of the  Corporation,  except  (i) to the  extent  previously
          exercised,  (ii) as provided in Sections 5:07 and 5:08 and (iii) for a
          period  of 30 days  after he or she  ceases  to be a  director  of the
          Corporation,  the Option  holder  shall be entitled  to  exercise  any
          Option that was  exercisable  at the close of business on the date the
          Option holder ceased to be a director of the Corporation.

5:07      If an Option holder dies during the term of his or her Option  without
          having fully exercised the Option,  the executor or  administrator  of
          his or her estate or the person who inherits the right to exercise the
          Option by bequest or  inheritance  shall have the right  within  three
          years of the Option holder's death to purchase the number of shares of
          Common Stock that the deceased  Option holder was entitled to purchase
          at the date of his or her death,  after which the Option  shall lapse,
          provided  that in no event  may any  Option  be  exercised  after  the
          expiration of the term of the Option.

5:08      If an Option holder ceases to be a director of the Corporation without
          having fully  exercised his or her Option and (i) the Option holder is
          65  years  of age or  older,  or (ii)  the  Option  holder  has been a
          director of the Corporation or any of its  subsidiaries for at least 5
          years,  then the Option holder shall have the right within three years
          of the Option  holder's  termination  as a director  to  purchase  the
          number of shares of Common  Stock that the Option  holder was entitled
          to purchase at the date of  termination,  after which the Option shall
          lapse, provided that in no event may any Option be exercised after the
          expiration of the term of the Option.

5:09      The granting of an Option pursuant to the Plan shall not constitute or
          be evidence of any agreement or understanding,  express or implied, on
          the  part of the  Corporation  to  continue  the  Option  holder  as a
          director for any specified period.
<PAGE>
  
                                  ARTICLE 6:00

                         Methods of Exercise of Options

6:01      An Option  holder (or other  person or  persons,  if any,  entitled to
          exercise an Option  hereunder)  desiring to exercise an Option granted
          pursuant  to the Plan as to all or part of the shares of Common  Stock
          covered by the Option shall (i) notify the  Corporation  in writing at
          its principal office at 701 East Joppa Road,  Towson,  Maryland 21286,
          to that effect,  specifying the number of shares of Common Stock to be
          purchased and the method of payment therefor, and (ii) make payment or
          provision  for payment for the shares of Common  Stock so purchased in
          accordance with this Article 6:00. Such written notice may be given by
          means of a  facsimile  transmission.  If a facsimile  transmission  is
          used, the Option holder should mail the original  executed copy of the
          written notice to the Corporation promptly thereafter.

6:02      Payment or provision for payment shall be made as follows:

             (a)  The Option  holder  shall  deliver to the  Corporation  at the
                  address set forth in Section 6:01 United States currency in an
                  amount equal to the aggregate  purchase price of the shares of
                  Common Stock as to which such exercise relates; or

             (b)  The Option  holder shall tender to the  Corporation  shares of
                  Common Stock already owned by the Option holder that, together
                  with any  cash  tendered  therewith,  have an  aggregate  fair
                  market value  (determined  based on the Fair Market Value of a
                  share of  Common  Stock on the date the  notice  set  forth in
                  Section  6:01 is  received  by the  Corporation)  equal to the
                  aggregate  purchase  price of the shares of Common Stock as to
                  which such exercise relates; or

             (c)  The Option holder shall deliver to the Corporation an exercise
                  notice together with  irrevocable  instructions to a broker to
                  deliver promptly to the Corporation the amount of sale or loan
                  proceeds  necessary to pay the aggregate purchase price of the
                  shares of Common Stock as to which such  exercise  relates and
                  to sell the shares of Common Stock to be issued upon  exercise
                  of the Option and deliver the cash proceeds  less  commissions
                  and  brokerage  fees to the Option  holder or to  deliver  the
                  remaining shares of Common Stock to the Option holder.

          Notwithstanding the foregoing  provisions,  the Board of Directors may
          limit the  methods in which an Option may be  exercised  by any person
          and,  in  processing  any  purported  exercise  of an  Option  granted
          pursuant to the Plan,  may refuse to recognize  the method of exercise
          selected by the Option  holder  (other than the method of exercise set
          forth in  Section  6:02(a))  if,  in the  opinion  of  counsel  to the
          Corporation,  (i) the  Option  holder  is or  within  the  six  months
          preceding  such exercise was subject to reporting  under Section 16(a)
          of the Exchange Act and (ii) there is a  substantial  likelihood  that
          the method of exercise selected by the Option holder would subject the
          Option holder to a substantial  risk of liability  under Section 16 of
          the Exchange Act.

6:03      In  addition  to the  alternative  methods  of  exercise  set forth in
          Section 6:02, the Option holder shall be entitled,  at or prior to the
          time the written  notice  provided for in Section 6:01 is delivered to
          the  Corporation,  to elect to have the Corporation  withhold from the
          shares of Common  Stock to be  delivered  upon  exercise of the Option
          that number of shares of Common  Stock  (determined  based on the Fair
          Market  Value of a share of Common  Stock on the date the  notice  set
          forth in Section  6:01 is received by the  Corporation)  necessary  to
<PAGE>
                                     

          satisfy any  withholding  taxes  attributable  to the  exercise of the
          Option. Alternatively the holder may elect to deliver previously owned
          shares of Common  Stock upon  exercise of the Stock  Option to satisfy
          any  withholding  taxes  attributable  to the  exercise  of the  Stock
          Option.  The maximum  amount  that an Option  holder may elect to have
          withheld from the shares of Common Stock  otherwise  deliverable  upon
          exercise or the maximum  number of  previously  owned shares an Option
          holder  may  deliver  shall be equal to his or her  federal  and state
          withholding.  Notwithstanding the foregoing  provisions,  the Board of
          Directors  may  include in the Option  Agreement  relating to any such
          Option provisions  limiting or eliminating the Option holder's ability
          to pay his or her  withholding  tax  obligation  with shares of Common
          Stock or, if no such  provisions are included in the Option  Agreement
          but in the opinion of the Board of Directors  such  withholding  would
          have an adverse tax or  accounting  effect to the  Corporation,  at or
          prior to exercise of the Option,  the Board of Directors  may so limit
          or  eliminate  the  Option  holder's  ability to pay  withholding  tax
          obligations with shares of Common Stock. Notwithstanding the foregoing
          provisions,  a holder of an Option may not elect any of the methods of
          satisfying  his or her  withholding  tax  obligation in respect of any
          exercise  if, in the  opinion of counsel to the  Corporation,  (i) the
          holder of the Stock Option is or within the six months  preceding such
          exercise was subject to reporting  under Section 16(a) of the Exchange
          Act and (ii) there is a  substantial  likelihood  that the election or
          timing of the election would subject the holder to a substantial  risk
          of liability under Section 16 of the Exchange Act.

6:04      An Option holder at any time may elect in writing to abandon an Option
          in respect  of all or part of the number of shares of Common  Stock as
          to which the Option shall not have been exercised.

6:05      An Option holder shall have none of the rights of a stockholder of the
          Corporation until the shares of Common Stock covered by the Option are
          issued upon exercise of the Option.

                                  ARTICLE 7:00

                        Limited Stock Appreciation Rights

7:01      Option holders shall have Limited Stock Appreciation  Rights entitling
          Option holders to receive,  in connection with a Change in Control (as
          defined in Section  7:02),  a cash payment in  cancellation  of all of
          their Options that are  outstanding  on the date the Change in Control
          occurs (whether or not such Options are then presently  exercisable if
          they have been held for a period of at least six months  from the date
          of acquisition to the date of cash settlement), which payment shall be
          equal  to the  number  of  shares  covered  by the  cancelled  Options
          multiplied by the excess over the exercise price of the Options of the
          higher of (i) the Fair Market  Value of a share of Common Stock on the
          date of the Change in Control or (ii) the highest per share price paid
          for the  shares  of  Common  Stock in  connection  with the  Change in
          Control  (with  the  value  of  any  noncash   consideration  paid  in
          connection with the Change in Control to be determined by the Board of
          Directors in its sole and absolute  discretion).  For purposes of this
          Section  7:01 as well as the other  provisions  of this Plan,  once an
          Option or portion of an Option has terminated,  lapsed or expired,  or
          has been abandoned, in accordance with the provisions of the Plan, the
          Option (or the portion of the Option) that has  terminated,  lapsed or
          expired, or has been abandoned, shall cease to be outstanding. Limited
          Stock  Appreciation  Rights shall not be exercisable at the discretion
          of the holder but shall  automatically  be exercised  upon a Change in
          Control.
<PAGE>
                                   

7:02      For  purposes  of Section  7:01,  a "Change in  Control"  shall mean a
          change  in  control  of the  Corporation  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 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 such 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  20% or more of the combined  voting
          power of the Corporation's then outstanding securities;  or (B) during
          any period of two consecutive years,  individuals who at the beginning
          of such period  constitute the Board of Directors 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 (C) of this Section  7:02) whose  election by the Board
          of  Directors  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 thereof; or (C) the stockholders of the Corporation approve a
          merger,  share exchange or  consolidation  of the Corporation with any
          other   corporation,   other  than  a  merger,   share   exchange   or
          consolidation  which  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
          such surviving entity outstanding immediately after such 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.

                                  ARTICLE 8:00

                    Amendments and Discontinuance of the Plan

8:01      The Board of Directors  shall have the right at any time and from time
          to time to amend,  modify,  or  discontinue  the Plan  provided  that,
          except as provided in Section 4:03, no such  amendment,  modification,
          or  discontinuance  of the Plan shall (i) revoke or alter the terms of
          any valid  Option  or  Limited  Stock  Appreciation  Right  previously
          granted  pursuant to the Plan,  (ii)  increase the number of shares of
          Common Stock to be reserved for issuance and sale  pursuant to Options
          or Stock  Appreciation  Rights  granted  pursuant  to the Plan,  (iii)
          decrease the price  determined  pursuant to the  provisions of Section
          5:02 or increase  the amount of cash that a holder of a Limited  Stock
          Appreciation  Right is entitled to receive upon  exercise of a Limited
          Stock Appreciation Right, (iv) change the class of individuals to whom
          Options or Limited Stock  Appreciation  Rights may be granted pursuant
          to the Plan, or (v) provide for Options or Limited Stock  Appreciation
          Rights  exercisable  more  than  10  years  after  the  date  granted.
          Notwithstanding  the  foregoing,  the  provisions  of  the  Plan  that
          determine  the  amount,  price or timing of  benefits  or the grant or
          exercise of Options as Limited Stock Appreciation  Rights shall not be
          amended more than once every six months, unless the amendment would be
<PAGE>
                                     

          consistent  with the  provisions of Rule  16b-3(c)(2)(ii)  promulgated
          under the Exchange Act (or any successor provision thereto).

                                  ARTICLE 9:00

                Plan Subject to Governmental Laws and Regulations

9:01      The Plan and the grant and  exercise  of  Options  and  Limited  Stock
          Appreciation  Rights  pursuant  to the Plan  shall be  subject  to all
          applicable  governmental  laws and  regulations.  Notwithstanding  any
          other  provision of the Plan to the  contrary,  the Board of Directors
          may in its sole and absolute  discretion make such changes in the Plan
          as may be required to conform the Plan to such laws and regulations.

                                  ARTICLE 10:00

                              Duration of the Plan

10:01     No  Option  or  Limited  Stock  Appreciation  Right  shall be  granted
          pursuant to the Plan after the close of business on April 30, 2005.