Exhibit 10(g)


                    THE BLACK & DECKER 1996 STOCK OPTION PLAN


         The  proper  execution  of  the  duties  and  responsibilities  of  the
executive  and other key  employees  of The Black & Decker  Corporation  and its
subsidiaries  is a vital  factor in the  continued  growth  and  success  of the
Corporation.  Toward this end, it is necessary  to attract and retain  effective
and capable  employees to assume  positions  that  contribute  materially to the
successful  operation  of the business of the  Corporation.  It will benefit the
Corporation,  therefore,  to bind the interests of these persons more closely to
its own  interests  by  offering  them an  attractive  opportunity  to acquire a
proprietary  interest in the  Corporation  and thereby  provide  them with added
incentive to remain in its employ and to increase the  prosperity,  growth,  and
earnings of the Corporation.
This stock option plan will serve these purposes.


                                  ARTICLE 1:00

                                   Definitions

         The  following  terms  wherever used herein shall have the meanings set
forth below.

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 10:02 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 "Committee" shall mean a committee to be
                  appointed by the Board of Directors to consist of two or
                  more of those members of the Board of Directors who are
                  Non-Employee Directors within the meaning of Rule 16b-3
                  promulgated under the Exchange Act and are outside
                  directors within the meaning of the Section 162(m)
                  Regulations, as each may be amended from time to time.

1:05              The term "Common Stock" shall mean the shares of common stock,
                  par value $.50 per share, of the Corporation.

1:06              The term "Corporation" shall mean The Black & Decker
                  Corporation.

1:07              The term "Exchange Act" shall mean the Securities
                  Exchange Act of 1934, as amended.

1:08              The term "Fair Market Value of a share of Common Stock"
                  shall mean the average of the high and low sale price per


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                  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.

1:09              The term  "Incentive  Stock  Option"  shall  mean  any  Option
                  granted  pursuant  to  the  Plan  that  is  designated  as  an
                  Incentive Stock Option and which satisfies the requirements of
                  Section 422(b) of the Code.

1:10              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 10:00 of the Plan.

1:11              The term  "Nonqualified  Stock  Option"  shall mean any Option
                  granted  pursuant to the Plan that is not an  Incentive  Stock
                  Option.

1:12              The term "Option" or "Stock Option" shall mean a right granted
                  pursuant to the Plan to purchase  shares of Common Stock,  and
                  shall   include   the  terms   Incentive   Stock   Option  and
                  Nonqualified Stock Option.

1:13              The term "Option  Agreement" shall mean the written  agreement
                  representing   Options   granted   pursuant  to  the  Plan  as
                  contemplated by Article 6:00 of the Plan.

1:14              The term  "Plan"  shall  mean The  Black & Decker  1996  Stock
                  Option Plan as approved by the Board of  Directors on February
                  14, 1996, and adopted by the  stockholders  of the Corporation
                  at the 1996 Annual Meeting of Stockholders, as the same may be
                  amended from time to time.

1:15              The term "Rights" shall include Stock Appreciation Rights
                  and Limited Stock Appreciation Rights.

1:16              The  term  "Section   162(m)   Regulations"   shall  mean  the
                  regulations adopted pursuant to Section 162(m) of the Code.

1:17              The term  "Stock  Appreciation  Right"  shall  mean a right to
                  receive  cash or shares of Common  Stock  pursuant  to Article
                  8:00 of the Plan.

1:18              The term "Stock  Appreciation  Right Agreement" shall mean the
                  written  agreement   representing  Stock  Appreciation  Rights
                  granted  pursuant to the Plan as  contemplated by Article 8:00
                  of the Plan.



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1:19              The term "Stock Appreciation Right Base Price" shall mean
                  the base price for determining the value of a Stock
                  Appreciation Right under Section 8:02, which Stock
                  Appreciation Right Base Price shall be established by the
                  Committee at the time of the grant of Stock Appreciation
                  Rights pursuant to the Plan and shall not be less than
                  the Fair Market Value of a share of Common Stock on the
                  date of grant.  If the Committee does not establish a
                  specific Stock Appreciation Right Base Price at the time
                  of grant, the Stock Appreciation Right Base Price shall
                  be equal to the Fair Market Value of a share of Common
                  Stock on the date of grant of the Stock Appreciation
                  Right.

1:20              The  term   "subsidiary"  or   "subsidiaries"   shall  mean  a
                  corporation  of which capital stock  possessing 50% or more of
                  the total combined  voting power of all classes of its capital
                  stock  entitled to vote generally in the election of directors
                  is owned  in the  aggregate  by the  Corporation  directly  or
                  indirectly through one or more subsidiaries.


                                  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, 1996, and provided further that the
                  Committee may grant Options or Rights pursuant to the
                  Plan prior to stockholder approval if such Options or
                  Rights by their terms are contingent upon subsequent
                  stockholder approval of the Plan.


                                  ARTICLE 3:00

                                 Administration

3:01              The Plan shall be administered by the Committee.

3:02              The Committee may establish, from time to time and at any
                  time, subject to the limitations of the Plan as set forth
                  herein, such rules and regulations and amendments and
                  supplements thereto, as it deems necessary to comply with
                  applicable law and regulation and for the proper
                  administration of the Plan.  A majority of the members of
                  the Committee shall constitute a quorum.  The vote of a
                  majority of a quorum shall constitute action by the
                  Committee.

3:03              The Committee  shall from time to time  determine the names of
                  those  executives and other key employees who, in its opinion,
                  should receive Options or Rights, and shall


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                  determine  the  numbers of shares on which  Options  should be
                  granted  or upon  which  Rights  should  be based to each such
                  person and the nature of the Options or Rights to be granted.

3:04              Options and Rights  shall be granted by the  Corporation  only
                  upon  the  prior  approval  of  the  Committee  and  upon  the
                  execution of an Option Agreement or Stock  Appreciation  Right
                  Agreement between the Corporation and the Option holder or the
                  Stock Appreciation Right holder.

3:05              The  Committee's   interpretation   and  construction  of  the
                  provisions of the Plan and the rules and  regulations  adopted
                  by the Committee shall be final. No member of the Committee or
                  the Board of Directors shall be liable for any action taken or
                  determination made, in respect of the Plan, in good faith.


                                  ARTICLE 4:00

                            Participation in the Plan

4:01              Participation  in the Plan shall be limited to such executives
                  and  other  key   employees   of  the   Corporation   and  its
                  subsidiaries  who at the date of grant of an  Option  or Right
                  are regular,  full-time employees of the Corporation or any of
                  its subsidiaries and who shall be designated by the Committee.

4:02              No  member  of the  Board  of  Directors  who is not  also  an
                  employee  shall be eligible  to  participate  in the Plan.  No
                  employee  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.

4:03              No employee may be granted,  in any calendar year,  Options or
                  Stock Appreciation Rights exceeding 100,000 in the aggregate.


                                  ARTICLE 5:00

                            Stock Subject to the Plan

5:01              There shall be reserved for the granting of Options or
                  Stock Appreciation Rights pursuant to the Plan and for
                  issuance and sale pursuant to such Options or Stock
                  Appreciation Rights 2,400,000 shares of Common Stock.  To
                  determine the number of shares of Common Stock available
                  at any time for the granting of Options or Stock
                  Appreciation Rights, there shall be deducted from the
                  total number of reserved shares of Common Stock, the


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                  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  or  Stock
                  Appreciation Rights 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 exercise of Options or
                  Stock  Appreciation  Rights  pursuant  to the Plan.  Except as
                  provided in Section 5:03,  however,  the  aggregate  number of
                  shares of Common Stock that may be issued upon the exercise of
                  Options  and Stock  Appreciation  Rights  pursuant to the Plan
                  shall not exceed  2,400,000  shares and no more than 2,400,000
                  Stock  Appreciation  Rights  shall be granted  pursuant to the
                  Plan.

5:02              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.

5:03              Subject to the provisions of Section 10:02, 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 Committee shall make such adjustments as
                  may be appropriate in the number and kind of shares
                  reserved for purchase by executives or other key
                  employees, in the number, kind and price of shares
                  covered by Options and Stock Appreciation Rights granted
                  pursuant to the Plan but not then exercised, and in the
                  number of Rights, if any, granted pursuant to the Plan
                  but not then exercised.


                                  ARTICLE 6:00

                         Terms and Conditions of Options

6:01              Each Option granted pursuant to the Plan shall be
                  evidenced by an Option Agreement in such form and with
                  such terms and conditions (including, without limitation,
                  noncompete, confidentiality or other similar provisions)
                  as the Committee from time to time may determine.  The
                  right of an Option holder to exercise his or her Option
                  shall at all times be subject to the terms and conditions
                  set forth in the respective Option Agreement.

6:02              The exercise price per share for Options shall be
                  established by the Committee at the time of the grant of


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                  Options  pursuant  to the Plan and  shall not be less than the
                  Fair  Market  Value of a share of Common  Stock on the date on
                  which  the  Option  is  granted.  If the  Committee  does  not
                  establish a specific  exercise  price per share at the time of
                  grant, the exercise price per share shall be equal to the Fair
                  Market  Value of a share of Common  Stock on the date of grant
                  of the Options.

6:03              Each Option, subject to the other limitations set forth
                  in the Plan, may extend for a period of up to 10 years
                  from the date on which it is granted.  The term of each
                  Option shall be determined by the Committee at the time
                  of grant of the Option, provided that if no term is
                  established by the Committee the term of the Option shall
                  be 10 years from the date on which it is granted.

6:04              Unless otherwise provided by the Committee, the number of
                  shares of Common Stock subject to each Option shall be
                  divided into four installments of 25% each.  The first
                  installment shall be exercisable 12 months after the date
                  the Option was granted, and each succeeding installment
                  shall be exercisable 12 months after the date the
                  immediately preceding installment became exercisable.  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.

6:05              Options shall be  nontransferable  and  nonassignable,  except
                  that Options may be transferred by testamentary  instrument or
                  by the laws of descent and distribution.

6:06              Upon voluntary or involuntary termination of an Option
                  holder's employment, 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
                  regular, full-time employee of the Corporation or any of
                  its subsidiaries, except (i) to the extent previously
                  exercised, (ii) as provided in Sections 6:07, 6:08, and
                  6:09, and (iii) in the case of involuntary termination of
                  employment, for a period of 30 days thereafter the Option
                  holder shall be entitled to exercise that portion of the
                  Option which was exercisable at the close of business on
                  the date the Option holder ceased to be a regular, full-
                  time employee of the Corporation or any of its
                  subsidiaries.

6:07              In the event an Option holder (i) ceases to be an executive or
                  other  key  employee  of  the   Corporation   or  any  of  its
                  subsidiaries  due to  involuntary  termination,  (ii)  takes a
                  leave  of  absence  from  the   Corporation   or  any  of  its
                  subsidiaries for personal reasons or as a result of entry into
                  the armed forces of the United States, or


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                  any of the  departments  or  agencies  of  the  United  States
                  government,  or  (iii)  terminates  employment  by  reason  of
                  illness,  disability,  or  other  special  circumstance,   the
                  Committee  may  consider  his or her case  and may  take  such
                  action in respect of the related  Option  Agreement  as it may
                  deem   appropriate   under   the   circumstances,    including
                  accelerating  the  time  previously  granted  Options  may  be
                  exercised and extending the time following the Option holder's
                  termination  of  employment  during which the Option holder is
                  entitled to  purchase  the shares of Common  Stock  subject to
                  such  Options,  provided  that in no event  may any  Option be
                  exercised after the expiration of the term of the Option.

6:08              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 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.

6:09              If an Option holder's employment is terminated without
                  having fully exercised his or her Option and (i) the
                  Option holder is 62 years of age or older, or (ii) the
                  Option holder has been employed by the Corporation or any
                  of its subsidiaries for at least 10 years and the Option
                  holder's age plus years of such employment total not less
                  than 55 years, then such Option holder shall have the
                  right within three years of the Option holder's
                  termination of employment 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.

6:10              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 or any of
                  its subsidiaries to employ the Option holder for any specified
                  period.

6:11              In addition to the general terms and  conditions  set forth in
                  this  Article 6:00 in respect of Options  granted  pursuant to
                  the Plan, Incentive Stock Options granted pursuant to the Plan
                  shall  be  subject  to  the  following  additional  terms  and
                  conditions:

                  (a)      The aggregate fair market value (determined at the


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                           time the  Incentive  Stock  Option is granted) of the
                           shares of Common Stock in respect of which "incentive
                           stock options" are  exercisable for the first time by
                           the Option holder during any calendar year (under all
                           such plans of the Corporation  and its  subsidiaries)
                           shall not exceed $100,000; and

                  (b)      The Option Agreement in respect of an Incentive Stock
                           Option may  contain  any other  terms and  conditions
                           specified  by the  Board  of  Directors  that are not
                           inconsistent  with the Plan,  except  that such terms
                           and   conditions   must  be   consistent   with   the
                           requirements  for  "incentive  stock  options"  under
                           Section 422 of the Code.


                                  ARTICLE 7:00

                         Methods of Exercise of Options

7:01              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 7:00.  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.

7:02              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  7:01 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 7:01 is received by the
                           Corporation) equal to the aggregate purchase price
                           of the shares of Common Stock as to which such


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                           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 Committee,  in
                  granting  Options  pursuant to the Plan, 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  7:02(a))  if,  (A) 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,  or  (B)  in  the  opinion  of  the
                  Committee, the method of exercise could have an adverse tax or
                  accounting effect to the Corporation.

7:03              In addition to the alternative methods of exercise set
                  forth in Section 7:02, holders of Nonqualified Stock
                  Options shall be entitled, at or prior to the time the
                  written notice provided for in Section 7:01 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 Nonqualified Stock 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 7:01 is received by the
                  Corporation) necessary to satisfy any withholding taxes
                  attributable to the exercise of the Nonqualified Stock
                  Option.  Alternatively, such holder of a Nonqualified
                  Stock Option may elect to deliver previously owned shares
                  of Common Stock upon exercise of the Nonqualified Stock
                  Option to satisfy any withholding taxes attributable to
                  the exercise of the Nonqualified 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


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                  shall be based on the maximum  federal,  state and local taxes
                  payable by the Option  holder.  Notwithstanding  the foregoing
                  provisions,  the Committee may include in the Option Agreement
                  relating  to any such  Nonqualified  Stock  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  Committee  such  withholding  could
                  have an adverse tax or accounting  effect to the  Corporation,
                  at or prior to exercise of the  Nonqualified  Stock Option the
                  Committee  may so  limit  or  eliminate  the  Option  holder's
                  ability  to pay his or her  withholding  tax  obligation  with
                  shares  of  Common   Stock.   Notwithstanding   the  foregoing
                  provisions,  a holder of a  Nonqualified  Stock 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
                  Nonqualified   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.

7:04              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.

7:05              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 8:00

                Terms and Conditions of Stock Appreciation Rights

8:01              Each Stock Appreciation Right granted pursuant to the
                  Plan shall be evidenced by a Stock Appreciation Right
                  Agreement in such form and with such terms and conditions
                  (including, without limitation, noncompete,
                  confidentiality or other similar provisions) as the
                  Committee from time to time may determine.
                  Notwithstanding the foregoing provision, Stock
                  Appreciation Rights granted in tandem with a related
                  Option shall be evidenced by the Option Agreement in
                  respect of the related Option.  The right of a Stock
                  Appreciation Right holder to exercise his or her Stock
                  Appreciation Rights shall at all times be subject to the
                  terms and conditions set forth in the respective Stock


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                  Appreciation Right Agreement.

8:02              Each Stock Appreciation Right shall entitle the holder,
                  subject to the terms and conditions of the Plan, to
                  receive upon exercise of the Stock Appreciation Right an
                  amount, payable in cash or 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 9:01 is received by the Corporation), equal to
                  the Fair Market Value of a share of Common Stock on the
                  date of receipt by the Corporation of the notice required
                  by Section 9:01 less the Stock Appreciation Right Base
                  Price.  Notwithstanding the foregoing provision, each
                  Stock Appreciation Right that is granted in tandem with
                  a related Option shall entitle the holder, subject to the
                  terms and conditions of the Plan, to surrender to the
                  Corporation for cancellation all or a portion of the
                  related Option, but only to the extent such Stock
                  Appreciation Right and related Option then are
                  exercisable, and to be paid therefor an amount, payable
                  in cash or 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 9:01 is received by
                  the Corporation), equal to the Fair Market Value of a
                  share of Common Stock on the date of receipt by the
                  Corporation of the notice required by Section 9:01 less
                  the Stock Appreciation Right Base Price.

8:03              Each Stock Appreciation Right, subject to the other
                  limitations set forth in the Plan, may extend for a
                  period of up to 10 years from the date on which it is
                  granted.  The term of each Stock Appreciation Right shall
                  be determined by the Committee at the time of grant of
                  the Stock Appreciation Right, provided that if no term is
                  established by the Committee the term of the Stock
                  Appreciation Right shall be 10 years from the date on
                  which it is granted.

8:04              Unless otherwise provided by the Committee, the number of
                  Stock Appreciation Rights granted pursuant to each Stock
                  Appreciation Right Agreement shall be divided into four
                  installments of 25% each.  The first installment shall be
                  exercisable 12 months after the date the Stock
                  Appreciation Right was granted, and each succeeding
                  installment shall be exercisable 12 months after the date
                  the immediately preceding installment became exercisable.
                  If a Stock Appreciation Right holder does not exercise
                  the Stock Appreciation Right to the extent that he or she
                  at any time has become entitled to exercise, the Stock
                  Appreciation Right holder may exercise all or any part of
                  the Stock Appreciation Right at any subsequent time
                  during the term of the Stock Appreciation Right.

8:05              Stock Appreciation Rights shall be nontransferable and


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                  nonassignable,  except that Stock  Appreciation  Rights may be
                  transferred  by  testamentary  instrument  or by the  laws  of
                  descent.

8:06              Upon voluntary or involuntary termination of a Stock
                  Appreciation Right holder's employment, his or her Stock
                  Appreciation Right and all rights thereunder shall
                  terminate effective as of the close of business on the
                  date the Stock Appreciation Right holder ceases to be a
                  regular, full-time employee of the Corporation or any of
                  its subsidiaries, except (i) to the extent previously
                  exercised, (ii) except as provided in Sections 8:07,
                  8:08, and 8:09, and (iii) in the case of involuntary
                  termination of employment, for a period of 30 days
                  thereafter the Stock Appreciation Right holder shall be
                  entitled to exercise that portion of the Stock
                  Appreciation Right which was exercisable at the close of
                  business on the date the Stock Appreciation Right holder
                  ceased to be a regular, full-time employee of the
                  Corporation or any of its subsidiaries.

8:07              In the event a Stock Appreciation Right holder (i) ceases
                  to be an executive or other key employee of the
                  Corporation or any of its subsidiaries due to involuntary
                  termination, (ii) takes a leave of absence from the
                  Corporation or any of its subsidiaries for personal
                  reasons or as a result of entry into the armed forces of
                  the United States, or any of the departments or agencies
                  of the United States government, or (iii) terminates
                  employment by reason of illness, disability, or other
                  special circumstance, the Committee may consider his or
                  her case and may take such action in respect of the
                  related Stock Appreciation Right Agreement as it may deem
                  appropriate under the circumstances, including
                  accelerating the time previously granted Stock
                  Appreciation Rights may be exercised and extending the
                  time following the Stock Appreciation Right holder's
                  termination of employment during which the Stock
                  Appreciation Right holder is entitled to exercise his or
                  her Stock Appreciation Rights, provided that in no event
                  may any Stock Appreciation Right be exercised after the
                  expiration of the term of the Stock Appreciation Right.

8:08              If a Stock Appreciation Right holder dies during the term
                  of his or her Stock Appreciation Right without having
                  fully exercised the Stock Appreciation Right, the
                  executor or administrator of his or her estate or the
                  person who inherits the right to exercise the Stock
                  Appreciation Right by bequest or inheritance shall have
                  the right within three years of the Stock Appreciation
                  Right holder's death to exercise the Stock Appreciation
                  Rights that the deceased Stock Appreciation Right holder
                  was entitled to purchase at the date of death, after
                  which the Stock Appreciation Right shall lapse, provided


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<PAGE>



                  that in no event may any Stock Appreciation Right be exercised
                  after the  expiration  of the term of the  Stock  Appreciation
                  Right.

8:09              If a Stock Appreciation Right holder's employment is
                  terminated without having fully exercised his or her
                  Stock Appreciation Right and (i) the Stock Appreciation
                  Right holder is 62 years of age or older, or (ii) the
                  Stock Appreciation Right holder has been employed by the
                  Corporation or any of its subsidiaries for at least 10
                  years and the Stock Appreciation Right holder's age plus
                  years of such employment total not less than 55 years,
                  then such Stock Appreciation Right holder shall have the
                  right within three years of the Stock Appreciation Right
                  holder's termination of employment to exercise the Stock
                  Appreciation Rights that the Stock Appreciation Right
                  holder was entitled to exercise at the date of
                  termination, after which the Stock Appreciation Right
                  shall lapse, provided that in no event may any Stock
                  Appreciation Right be exercised after the expiration of
                  the term of the Stock Appreciation Right.

8:10              The  granting of a Stock  Appreciation  Right  pursuant to the
                  Plan shall not  constitute  or be evidence of any agreement or
                  understanding,  expressed  or  implied,  on  the  part  of the
                  Corporation  or any of its  subsidiaries  to employ  the Stock
                  Appreciation Right holder for any specified period.


                                  ARTICLE 9:00

                Methods of Exercise of Stock Appreciation Rights

9:01              A Stock Appreciation Right holder (or other person or
                  persons, if any, entitled to exercise a Stock
                  Appreciation Right hereunder) desiring to exercise a
                  Stock Appreciation Right granted pursuant to the Plan
                  shall notify the Corporation in writing at its principal
                  office at 701 East Joppa Road, Towson, Maryland 21286, to
                  that effect, specifying the number of Stock Appreciation
                  Rights to be exercised.  Such written notice may be given
                  by means of a facsimile transmission.  If a facsimile
                  transmission is used, the Stock Appreciation Right holder
                  should mail the original executed copy of the written
                  notice to the Corporation promptly thereafter.

9:02              The Committee in its sole and absolute discretion shall
                  determine whether a Stock Appreciation Right shall be
                  settled upon exercise in cash or in shares of Common
                  Stock.  The Committee, in making such a determination,
                  may from time to time adopt general guidelines or
                  determinations as to whether Stock Appreciation Rights
                  shall be settled in cash or in shares of Common Stock.


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<PAGE>





                                  ARTICLE 10:00

                        Limited Stock Appreciation Rights

10:01             Notwithstanding any other provision of the Plan, the
                  Committee, in its sole and absolute discretion, may grant
                  Limited Stock Appreciation Rights entitling Option
                  holders to receive, in connection with a Change in
                  Control (as defined in Section 10:02), a cash payment in
                  cancellation of all of their Options which are
                  outstanding on the date the Change in Control occurs
                  (whether or not such Options are then presently
                  exercisable), 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 the (i) 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
                  Committee in its sole and absolute discretion).  For
                  purposes of this Section 10:01 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 Apprecia-
                  tion Rights shall not be exercisable at the discretion of
                  the holder but shall automatically be exercised upon a
                  Change in Control.

10:02             For purposes of Section 10:01 of the Plan, 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


                                     - 14 -

<PAGE>



                  (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  10.02) 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 11:00

                    Amendments and Discontinuance of the Plan

11:01             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
                  5:03, no such amendment, modification, or discontinuance
                  of the Plan shall (i) revoke or alter the terms of any
                  valid Option, Stock Appreciation Right, 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 6:02 or increase the amount of cash
                  or shares of Common Stock that a Stock Appreciation Right
                  holder is entitled to receive upon exercise of a Stock
                  Appreciation Right, (iv) change the class of employee to
                  whom Options or Stock Appreciation Rights may be granted
                  pursuant to the Plan, or (v) provide for Options or Stock
                  Appreciation Rights exercisable more than 10 years after
                  the date granted.


                                     - 15 -

<PAGE>




                                  ARTICLE 12:00

                Plan Subject to Governmental Laws and Regulations

12:01             The Plan and the grant and exercise of Options, Stock
                  Appreciation Rights, 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 13:00

                              Duration of the Plan

13:01             No  Option  or  Stock  Appreciation  Right  shall  be  granted
                  pursuant  to the Plan after the close of  business on February
                  13, 2006.





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