**EXHIBIT 10 (b)**

The Black & DeckerNon-Employee Directors Stock Plan

                1.                 Purpose of the Plan. Under this Non-Employee Directors Stock Plan of The          Black & Decker Corporation, a Maryland corporation (the          “Company”), shares of the Company’s Common Stock, par value $.50          per share (“Common Stock”), will be issued to participants in partial          compensation for their service as directors of the Company. This Plan is          designed to promote the long-term growth and financial success of the Company by          enabling the Company to attract, retain and motivate directors by providing for          or increasing their proprietary interest in the Company and by aligning the          economic interests of directors with those of the Company’s stockholders. 

                2.                 Definitions. For purposes of this Plan: 

                      (a)                 The term “Board” shall mean the Company’s Board of Directors. 

                      (b)                 The term “Fair Market Value” shall mean as of any date, and unless the          Committee shall specify otherwise, 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. 

                      (c)                 The term “Participant” shall mean any person who on a Payment Date is          a member of the Board of Directors of the Company and is not a full-time          employee of the Company or a subsidiary of the Company. For purposes of this          Section 2(d), unless the Board provides otherwise, a person shall not be          considered an employee solely by reason of serving as Chairman of the Board. 

                      (d)                 The term “Payment Date” shall mean the date on which each          directors’ retainer fees are paid by the Company. Unless the Board          specifies otherwise, the Payment Date shall be the date of the Annual Meeting of          Stockholders of the Company. 

                      (e)                 “Plan” shall mean The Black & Decker Non-Employee Directors Stock          Plan, as approved by the Board on February 12, 1998, and adopted by the          stockholders at the 1998 Annual Meeting of Stockholders, as the same may be          amended from time to time. 

                      (f)                 The term “Shares” shall mean shares of Common Stock granted under this          Plan. 

                3.                 Effective Date. This Plan shall become effective upon approval at the          1998 Annual Meeting of Stockholders. Shares may not be issued under this Plan          after termination of this Plan by the Board, after issuance of all of the Shares          authorized for issuance under this Plan or more than 10 years after the date of          stockholder approval of this Plan, whichever is earlier. Notwithstanding the          foregoing, however, the 10-year limitation shall not apply with respect to          Shares held in a deferred account that were deferred within the 10-year period,          it being understood that deferred Shares may be issued after such 10-year period          in accordance with valid deferral elections made by Participants. 

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