EXHIBIT 10 (o)(1)

THE BLACK & DECKER SUPPLEMENTAL
RETIREMENT SAVINGS PLAN



January 1, 2005



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THE BLACK & DECKER SUPPLEMENTAL
RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS

|                                                                                                                                                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1  
1.2  
1.3  
1.4 
1.5  
1.6  
1.7  
1.8  
1.9  
1.10 
1.11 
1.12 
1.13 
1.14 
1.15 
1.16 
1.17 
1.18 
1.19 
1.20 
1.21 
1.22 
1.23 
1.24 
1.25 
1.26 
1.27 |  | ACCOUNT
BENEFICIARY
CHANGE IN CONTROL
CODE
COMMITTEE
COMPANY
COMPENSATION
COMPENSATION DEFERRAL ACCOUNT
COMPENSATION DEFERRALS
DESIGNATED BONUS PROGRAM
DESIGNATION DATE
EFFECTIVE DATE
ELIGIBLE EMPLOYEE
EMPLOYER
EMPLOYER CONTRIBUTION CREDIT ACCOUNT
EMPLOYER CONTRIBUTION CREDITS
ENTRY DATE
ERISA
EXCHANGE ACT
PARTICIPANT
PARTICIPANT ENROLLMENT AND ELECTION FORM
PLAN
PLAN MANAGER
PLAN YEAR
PRIOR PLAN
SAVINGS PLAN
VALUATION DATE

ARTICLE 2 ELIGIBILITY AND PARTICIPATION

|            |  |                                                          |      
|----------- |  | -------------------------------------------------------- | -----
|2.1
2.2
2.3 |  | REQUIREMENTS
RE-EMPLOYMENT
CHANGE OF EMPLOYMENT CATEGORY | 5
6
6

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ARTICLE 3 CONTRIBUTIONS AND CREDITS

|            |  |                                                                                                               |      
|----------- |  | ------------------------------------------------------------------------------------------------------------- | -----
|3.1
3.2
3.3 |  | EMPLOYER CONTRIBUTIONS CREDITS
PARTICIPANT COMPENSATION DEFERRALS
DEFERRALS UNDER OTHER PLANS OR ARRANGEMENTS | 6
7
8

ARTICLE 4 ALLOCATION OF FUNDS

|                            |  |                                                                                                                                                                                |                
|--------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------
|4.1
4.2
4.3
4.4
4.5
4.6
4.7 |  | ALLOCATION OF EARNINGS OR LOSSES ON ACCOUNTS
ACCOUNTING FOR DISTRIBUTIONS
SEPARATE ACCOUNTS
INTERIM VALUATIONS
DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS
EXPENSES
INSURANCE | 8
9
9
9
9
10
10

ARTICLE 5 ENTITLEMENT TO BENEFITS

|            |  |                                                |         
|----------- |  | ---------------------------------------------- | --------
|5.1
5.2
5.3 |  | PAYMENT DATES
VESTING
TREATMENT OF FORFEITURES | 10
11
11

ARTICLE 6 DISTRIBUTION OF BENEFITS

|                |  |                                                                          |            
|--------------- |  | ------------------------------------------------------------------------ | -----------
|6.1
6.2
6.3
6.4 |  | AMOUNT
METHOD OF PAYMENT
DEATH BENEFITS
CHANGE IN CONTROL OF THE COMPANY | 12
12
12
13

ARTICLE 7 BENEFICIARIES; PARTICIPANT DATA

|        |  |                                                                                                                                               |      
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------- | -----
|7.1
7.2 |  | DESIGNATION OF BENEFICIARIES
INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES | 13
13

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ARTICLE 8 ADMINISTRATION

|                |  |                                                                                       |            
|--------------- |  | ------------------------------------------------------------------------------------- | -----------
|8.1
8.2
8.3
8.4 |  | ADMINISTRATIVE AUTHORITY
UNIFORMITY OF DISCRETIONARY ACTS
LITIGATION
CLAIMS PROCEDURE | 14
15
15
15

ARTICLE 9 AMENDMENT

|        |  |                                                                     |      
|------- |  | ------------------------------------------------------------------- | -----
|9.1
9.2 |  | RIGHT TO AMEND
AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN | 16
16

ARTICLE 10 TERMINATION

|                         |  |                                                                                                                                           |               
|------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------- | --------------
|10.1
10.2
10.3
10.4
10.5 |  | TERMINATION OR SUSPENSION OF PLAN
AUTOMATIC TERMINATION OF PLAN
SUSPENSION OF DEFERRALS
ALLOCATION AND DISTRIBUTION
SUCCESSOR TO EMPLOYER | 16
17
17
17
17

ARTICLE 11THE TRUST

|     |  |                        |   
|---- |  | ---------------------- | --
|11.1 |  | ESTABLISHMENT OF TRUST | 17

ARTICLE 12 MISCELLANEOUS

|               |  |                                                                          |         
|-------------- |  | ------------------------------------------------------------------------ | --------
|12.1
12.2
12.3 |  | LIMITATIONS ON LIABILITY OF EMPLOYERS
CONSTRUCTION
SPENDTHRIFT PROVISION | 18
18
19

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THE BLACK & DECKER SUPPLEMENTAL
RETIREMENT SAVINGS PLAN

RECITALS

The
Black & Decker Supplemental Retirement Savings Plan (the Plan) is adopted
by The Black & Decker Corporation (the Company) for certain executive
employees. The purpose of the Plan is to offer those employees an opportunity to elect to
defer the receipt of compensation in order to provide deferred compensation benefits
taxable pursuant to Section 451 of the Internal Revenue Code of 1986, as amended (the
Code). The Plan is intended to be a top-hat plan (i.e., an
unfunded deferred compensation plan maintained for a select group of management or
highly-compensated employees) under Sections 201(2), 301(a)(3) and 401(a)(1) of the
Employee Retirement Income Security act of 1974, as amended (ERISA). This Plan
shall apply to all amounts earned and/or vested on or after January 1, 2005. Amounts
earned and vested on or before December 31, 2004, shall be subject to the terms of the
applicable Prior Plan.

The Company recognizes the transfer
of the associated assets and liabilities of the Pentair, Inc. Non-Qualified Deferred
Compensation Plan, as amended and restated effective as of January 1, 2002, (Pentair, Inc.
NQDCP) from the Pentair, Inc. NQDCP to the Company effective as of October 4, 2004, for
employees who became Black & Decker employees as a result of the acquisition by the
Company of Pentair Inc.s Tools Group. Deferrals made under the Pentair, Inc. NQDCP
prior to January 1, 2005, will be administered in accordance with the Pentair, Inc. NQDCP
to the extent the deferrals are vested prior to January 1, 2005. All deferrals earned or
vested after January 1, 2005 for such employees, will be administered in accordance with
this Plan.

ARTICLE 1

DEFINITIONS

1.1    
ACCOUNT means the balance credited to a Participants or Beneficiarys
Plan account, including contribution credits and income, gains and losses (as determined
by the Committee, in its discretion) credited thereto. A Participants or
Beneficiarys Account shall be determined as of the date of reference.

1.2    
BENEFICIARY means any person or persons so designated in accordance with the provisions of Article 7.

1.3    
CHANGE IN CONTROL means with respect to the Black &  Decker Corporation or its subsidiaries or affiliates:

|(a) |  | The acquisition by any one person or more than one person acting as a group of
                    any of the Corporations stock, if the sum of the stock so acquired plus
                    the stock held by that person or group before the acquisition constitutes more
                    than fifty percent (50%) of the total fair market value or
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| |  | total voting power of
                    the stock of the Corporation and the stock held by that person or group
                    immediately before that acquisition constituted fifty percent (50%) or less of
                    the then total fair market value or total voting power of the stock of the
                    Corporation. An increase in the percentage of the Corporations stock owned
                    by any one person or persons acting as a group as a result of a transaction in
                    which the Corporation acquires its stock in exchange for property will be
                    treated as an acquisition of stock for this purpose. This paragraph (a) only
                    applies when there is a transfer of stock of the Corporation (or issuance of
                    stock of the Corporation) and stock in the Corporation remains outstanding after
                    the transaction.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | The acquisition by any one person or more than one person acting as a group
                    during the 12-month period ending on the most recent such acquisition by that
                    person or group of ownership of stock of the Corporation possessing thirty-five
                    percent (35%) or more of the total voting power of the stock of the Corporation
                    and the stock held by that person or group immediately before that acquisition
                    constituted less than thirty-five percent (35%) of the then total voting power
                    of the stock of the Corporation.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | A majority of the members of the Board is replaced during any 12-month period by
                    directors whose appointment or election is not endorsed by a majority of the
                    members of the Board prior to the date of the appointment or election, provided
                    that no other corporation is the majority stockholder of the stock of the
                    Corporation.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) |  | The acquisition by any one person or more than one person acting as a group
                    during the 12-month period ending on the most recent such acquisition by that
                    person or group of assets of the Corporation that have a total gross fair market
                    value equal to or more than forty percent (40%) of the total gross fair market
                    value of all of the Corporations assets immediately prior to such
                    acquisition or acquisitions. For this purpose, gross fair market value means the
                    value of the Corporations assets, or the value of the assets being
                    disposed of, determined without regard to any liabilities associated with those
                    assets. There is no Change in Control of the Corporation under this Paragraph
                    (d) when there is a transfer to an entity that is controlled by the shareholders
                    of the Corporation immediately after the transfer. A transfer of assets will not
                    qualify as a Change in Control of the Corporation under this Paragraph (d) if
                    the assets are transferred to: (i) a shareholder of the Corporation immediately
                    before the transfer in exchange for or with respect to the Corporations
                    stock; (ii) an entity, fifty percent (50%) or more of the total value or voting
                    power of which is owned, directly or indirectly, by the Corporation; (iii) a
                    person, or more than one person acting as a group, that owns, directly or
                    indirectly, fifty percent (50%) or more of the total value or voting power of
                    all of the outstanding stock of the Corporation; or (iv) an entity, at least
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | fifty percent (50%) of the total value or voting power of which is owned,
                    directly or indirectly, by a person, or more than one person acting as a group,
                    that owns, directly or indirectly, fifty percent (50%) or more of the total
                    value or voting power of all of the outstanding stock of the Corporation.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For
the purpose of interpreting this definition of Change in Control of the
Corporation, the following rules apply:

| | (1)       
               Persons will be considered as acting as a group only if they are owners of a
               corporation that enters into a merger, consolidation, purchase or acquisition of
               assets, or similar business transaction with the Corporation. If a person,
               including an entity shareholder, owns stock in the Corporation and the other
               corporation that enters into a merger, consolidation, purchase or acquisition of
               stock, or similar transaction with respect to the Corporation, that shareholder
               is considered to be acting as a group with other shareholders in a corporation
               only to the extent of the ownership in that corporation prior to the transaction
               giving rise to the Change in Control event and not with respect to the ownership
               interest in the other corporation.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)       
               Ownership shall be determined taking into account the attribution rules set
               forth in Section 318(a) of the Code. Stock underlying a vested option is
               considered owned by the option holder and non-vested stock is not considered
               owned by the option holder.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3)       
               If any one person, or more than one person acting as a group, is considered to
               effectively control the Corporation as described in Paragraphs (b) & (c)
               above, the acquisition of additional control of the Corporation by the same
               person or persons is not considered to cause a change in the effective control
               of the Corporation or to cause a change in the ownership of the Corporation for
               the purposes of this definition.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4)       
               Each Change in Control event described in this definition is intended to
               constitute a change in ownership or effective control of the Corporation or in
               the ownership of a substantial portion of the Corporations assets within
               the meaning of Section 409A(a)(2)(A)(v) of the Code.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1.4    
CODE means the Internal Revenue Code of 1986 and the regulations thereunder, as
amended from time to time.

1.5    
COMMITTEE means the Pension Management Committee of the Company.

1.6    
COMPANY means The Black &  Decker Corporation and its successors and assigns.

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1.7    
COMPENSATIONmeans the base salary of an employee of an Employer and any bonus
payment payable to an employee of an Employer under a Designated Bonus Program.

1.8    
COMPENSATION DEFERRAL ACCOUNTis defined in Section 3.2.

1.9    
COMPENSATION DEFERRALSis defined in Section 3.2.

1.10    
DESIGNATED BONUS PROGRAM means The Black & Decker Annual Incentive Plan, and
any other cash-based incentive plan designated by the Committee from time to time.

1.11    
DESIGNATION DATE means the date or dates on which a designation of deemed
investment directions by an individual pursuant to Section 4.5, or any change in a prior
designation of deemed investment directions by an individual pursuant to Section 4.5,
shall become effective. The Designation Dates in any Plan Year shall be specified by the
Committee.

1.12    
EFFECTIVE DATE means the effective date of the Plan, which, notwithstanding the
date of execution hereof, shall be January 1, 2005.

1.13    
ELIGIBLE EMPLOYEE means, for any Plan Year (or applicable portion thereof), a
person employed by an Employer, who is paid through a U.S. payroll system, is a
highly compensated employee as defined at Code Section 414(q), and who is
determined by the Committee to be a member of a select group of management or highly
compensated employees. The term Eligible Employee shall not include a non-U.S. citizen who
is ineligible for the Savings Plan. By each November 1 (or on or before the Effective Date
for the Plans first Plan Year), the Plan Manager shall notify those individuals, if
any, who will be Eligible Employees for the next Plan Year. If the Committee determines
that an individual first becomes an Eligible Employee during a Plan Year, the Plan Manager
shall notify such individual of the Committees determination and of the date during
the Plan Year on which the individual shall first become an Eligible Employee.

1.14    
EMPLOYER means the Company unless otherwise herein provided, or any subsidiary or
affiliate of the Company that agrees, with the consent of the Company, to become a party
to the Plan.

1.15    
EMPLOYER CONTRIBUTION CREDIT ACCOUNT is defined in Section 3.1.

1.16    
EMPLOYER CONTRIBUTION CREDITS is defined in Section 3.1.

1.17    
ENTRY DATE with respect to an individual means the first day of the pay period
following the date on which the individual first becomes an Eligible Employee.

1.18    
ERISA means the Employee Retirement Income Security Act of 1974, as amended from
time to time.

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1.19    
EXCHANGE ACT means the Securities Exchange Act of 1934, as amended from time to time.

1.20    
PARTICIPANT means any person so designated in accordance with the provisions of
Article 2, including, where appropriate according to the context of the Plan, any former
employee who is or may become (or whose Beneficiaries may become) eligible to receive a
benefit under the Plan.

1.21    
PARTICIPANT ENROLLMENT AND ELECTION FORM means the form or forms on which a
Participant elects to defer Compensation hereunder and on which the Participant makes
certain other designations as required thereon.

1.22    
PLAN means The Black & Decker Supplemental Retirement Savings Plan, as amended
from time to time.

1.23    
PLAN MANAGER means the Vice President of Benefits for the Company, or such other
person as may be designated by the Committee.

1.24    
PLAN YEAR means each accounting period commencing on the Effective Date and ending
on the December 31 of each year in which the Plan is in effect.

1.25    
PRIOR PLAN means the Companys Supplemental Retirement Savings Plan, effective
February 1, 1996.

1.26    
SAVINGS PLAN means The Black &  Decker Retirement Savings Plan or a successor plan.

1.27    
VALUATION DATE means the last day of each Plan Year and any other date that the
Committee, in its sole discretion, designates as a Valuation Date.

ARTICLE 2

ELIGIBILITY AND
PARTICIPATION

2.1    
REQUIREMENTS. Every Eligible Employee on the Effective Date shall be eligible to
become a Participant on the Effective Date. Every other Eligible Employee shall be
eligible to become a Participant on the first Entry Date occurring on or after the date on
which he or she becomes an Eligible Employee. No individual shall become a Participant,
however, if he or she is not an Eligible Employee on the date his or her participation is
to begin.

Participation
in the Participant Compensation Deferral feature of the Plan is voluntary. In order to
participate in the Participant Compensation Deferral feature of the Plan, an otherwise
Eligible Employee must make written application in such manner as may be required by
Section 3.2 and by the Committee and must agree to make Compensation Deferrals as provided
in Article 3.

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2.2    
RE-EMPLOYMENT. If an Eligible Employee whose employment with all Employers is
terminated is subsequently re-employed by an Employer, he or she shall become an Eligible
Employee in accordance with the provisions of Section 2.1.

2.3    
CHANGE OF EMPLOYMENT CATEGORY. During any period in which a Participant remains in
the employ of an Employer, but ceases to be an Eligible Employee, he or she shall not be
eligible to make Compensation Deferrals hereunder.

ARTICLE 3

CONTRIBUTIONS AND
CREDITS

3.1    
EMPLOYER CONTRIBUTION CREDITS. There shall be established and maintained a separate
Employer Contribution Credit Account in the name of each Participant. There shall be
established the following two sub-accounts under a Participants Employer
Contribution Credit Account: (a) Matching Contribution Sub-Account; and (b) Discretionary
Contribution Sub-Account. Each such Sub-Account shall be credited or debited, as
applicable, with (a) amounts equal to the Employers Contribution Credits credited to
that Sub-Account; (b) any deemed earnings and losses (to the extent realized, based upon
the deemed fair market value of the Sub-Accounts deemed assets as determined by the
Committee, in its sole and absolute discretion) allocated to that Sub-Account; and (c)
expenses charged to that Sub-Account.

For
purposes of this Section, the Employers Contribution Credits credited to a
Participants Matching Contribution Sub-Account for a particular Plan Year shall be
an amount equal to the amount of the matching contributions that would be made to the
Participants account under the Savings Plan for the Plan Year if the
Participants Compensation Deferrals hereunder for the Plan Year had been made to the
Savings Plan (disregarding for purposes of this assumption the Code § 402(g) limit)
instead of under this Plan (and assuming that no non-discrimination or annual addition
test limits on matching contributions and no limits on recognizable compensation applied
to the Savings Plan). The Company reserves the right, subject to any restrictions imposed
by applicable law, to credit Participant Matching Contribution Sub-Accounts with common
stock of the Company, which shall be credited at its fair market value at the time of
contribution.

For
purposes of this Section, the Employers Contribution Credits credited to a
Participants Discretionary Contribution Sub-Account for a particular Plan Year shall
be an amount (if any) determined by the Committee, in its sole and absolute discretion.

The
Participants Employer Contribution Credit Account shall be credited or debited, as
applicable, as of each Valuation Date, with deemed earnings or losses, as applicable, and
expenses. The amount of deemed earnings or losses and expenses shall be as determined by
the Committee hereunder, in its sole and absolute discretion. The Committee shall have the
sole and absolute discretion to allocate such deemed earnings or losses and expenses among
Participants Employer Contribution Credit Accounts and among a Participants
Sub-Accounts

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pursuant to such allocation rules as the Committee deems to be reasonable and
administratively practicable.

A
Participant shall at all times be 100% vested in amounts credited to his or her Employer
Contribution Account.

3.2    
PARTICIPANT COMPENSATION DEFERRALS. In accordance with rules established by the
Committee, a Participant may elect to defer Compensation which is due to be earned and
which would otherwise be paid to the Participant. A Participant may elect to defer up to
25% of his base salary earned prior to January 1, 2006 and 50% of his base salary earned
after January 1, 2006 with no reduction of such maximum percentage for the percentage of
base salary the Participant has directed to be contributed to the Savings Plan. A
Participant may elect to defer up to 100% of a bonus payment not yet payable to him or her
at the time of the election under a Designated Bonus Program reduced by the percentage of
the bonus that the Participant has directed to be contributed to the Savings Plan as
Before-Tax and/or After-Tax contributions pursuant to the Participants Savings Plan
election in effect at the time the Participant makes a bonus deferral election under this
Plan after taking into account the limit on compensation imposed by Code §
401(a)(17). Amounts so deferred will be considered a Participants Compensation
Deferrals. Ordinarily, a Participant shall make a Compensation Deferral election
with respect to a coming Plan Year during the period beginning on the November 1 and
ending on the November 30 of the prior Plan Year, or during such other period prior to the
beginning of the coming Plan Year established by the Committee. In the first year in which
an individual becomes an Eligible Employee, any newly Eligible Employee may make a
Compensation Deferral election with respect to services to be performed subsequent to the
election within thirty (30) days after the date the individual becomes eligible.

In
accordance with rules and subject to limitations established by the Committee, an election
to defer the receipt of all or any portion of performance compensation (as defined in Code
Section 409A and the regulations and guidance thereunder) under a Designated Bonus Program
that is payable to the Eligible Employee by an Employer shall be made on such form or
forms as determined by the Plan Manager and shall be made at least six (6) months prior to
end of the service period over which such incentive compensation is earned by the Eligible
Employee and the Eligible Employee shall become a Participant upon making such election.
Incentive compensation deferrals shall be deductible from the incentive compensation
otherwise payable to the deferring Participant, and shall be credited to the Account of
the deferring Participant.

Compensation
Deferrals shall be made through regular payroll deductions or through an election by the
Participant to defer the payment of a bonus payment not yet payable to him or her at the
time of the election under a Designated Bonus Program. The Participant may terminate his
or her regular payroll deduction Compensation Deferral amount as of, and by written notice
delivered to the Committee, prior to the last date a deferral election could be made.
Notwithstanding anything to the contrary, for the 2005 Plan Year, a Participant can revoke
his or her deferral election with respect to base salary and/or a bonus payment, provided
that he or she do so prior to December 31, 2005 and the amount subject to the revocation
is includible in the Participants income in the 2005 calendar year, or, if later,
the taxable year in which the amounts are earned and vested. A Participants deferral
election will be automatically revoked if the

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Participant obtains a hardship distribution
under the Companys Retirement Savings Plan. Once terminated, a regular payroll
deduction Compensation Deferral amount may not be subsequently reinstated earlier than the
first day of the next Plan Year. A Compensation Deferral election shall continue in force
only for the Plan Year for which the election is first effective. An Eligible Employee
shall make a new Compensation Deferral election effective as of the first day of each Plan
Year in accordance with the procedures specified in this Section 3.2 for making
Compensation Deferral elections. All Compensation Deferral elections shall be made on a
subsequent Participant Enrollment and Election Form provided by the Committee.
Compensation Deferrals shall be deducted by the Employer from the Compensation of a
deferring Participant and shall be credited to the Account of the deferring Participant.

There
shall be established and maintained by the Employer a separate Compensation Deferral
Account in the name of each Participant to which shall be credited or debited: (a) amounts
equal to the Participants Compensation Deferrals and other incentive compensation
deferrals; (b) amounts equal to any deemed earnings or losses (to the extent realized,
based upon deemed fair market value of the Accounts deemed assets, as determined by
the Committee, in its sole and absolute discretion) attributable or allocable thereto; and
(c) expenses charged to that Account. A Participant shall at all times be 100% vested in
amounts credited to his or her Participant Compensation Deferral Account.

3.3    DEFERRALS
UNDER OTHER PLANS OR ARRANGEMENTS. DEFERRALS UNDER OTHER PLANS OR ARRANGEMENTS.
In accordance with rules and subject to limitations established by the Committee, amounts
credited for the benefit of an Eligible Employee under other deferred compensation plans
or arrangements of an Employer as designated by the Committee may be transferred to this
Plan. Prior to any such transfer, the Eligible Employee must complete such form or forms
as determined by the Plan Manager. Upon being transferred to this Plan, such amounts shall
be credited to the Account of such Eligible Employee as a Participant under this Plan, and
shall be administered in accordance with the provisions of this Plan.

Notwithstanding the foregoing,
deferrals made under the Pentair, Inc. Non-Qualified Deferred Compensation Plan which have
been earned and vested prior to January 1, 2005 shall be administered in accordance with
the Pentair, Inc. Non-Qualified Deferred Compensation Plan and, with respect to deferrals
which have been earned and vested prior to January 1, 2005, elections made under the
Pentair, Inc. Non-Qualified Deferred Compensation Plan on the form of distribution and
deferral period shall be deemed to be the distribution form and date that would have
applied under the Pentair, Inc. Non-Qualified Deferred Compensation Plan.

ARTICLE 4

ALLOCATION OF FUNDS

4.1    
ALLOCATION OF EARNINGS OR LOSSES ON ACCOUNTS. Subject to such limitations as may
from time to time be required by law, imposed by the Committee or contained elsewhere in
the Plan, and subject to such operating rules and procedures as may be imposed

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from time
to time by the Committee, prior to the date on which a direction will become effective,
the Participant shall have the right to direct the Committee how amounts in his or her
Account shall be deemed to be invested. The Participants Plan Account will be
credited or debited with the increase or decrease in the realizable net asset value or
credited interest, as applicable, of the designated deemed investments, as follows: as of
each Valuation Date, an amount equal to the net increase or decrease in realizable net
asset value or credited interest, as applicable, of each deemed investment within the
Account since the preceding Valuation Date shall be allocated among all Participants
Accounts deemed to be invested in that investment in accordance with the ratio which the
portion of the Account of each Participant which is deemed to be invested within that
investment, determined as provided herein, bears to the aggregate of all amounts deemed to
be invested within that investment.

4.2    
ACCOUNTING FOR DISTRIBUTIONS. As of the date of any distribution hereunder, the
distribution made hereunder to the Participant or his or her Beneficiary or Beneficiaries
shall be charged to such Participants Account. Such amounts shall be charged on a
pro rata basis against the investments in which the Participants Account is deemed
to be invested.

4.3    
SEPARATE ACCOUNTS. A separate account under the Plan shall be established and
maintained to reflect the Account for each Participant with sub-accounts to show
separately the deemed earnings and losses credited or debited to such Account, and the
applicable deemed investments of the Account.

4.4    
INTERIM VALUATIONS. If it is determined by the Committee that the value of the
Participants account as of any date on which distributions are to be made differs
materially from the value of the Participants Account on the prior Valuation Date
upon which the distribution is to be based, the Committee, in its sole and absolute
discretion, shall have the right to designate any date in the interim as a Valuation Date
for the purpose of revaluing the Participants Account so that the Account will,
prior to the distribution, reflect its share of such material difference in value.

4.5    
DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS. Subject to such limitations as may
from time to time be required by law, imposed by the Committee or contained elsewhere in
the Plan, and subject to such operating rules and procedures as may be established from
time to time by the Plan Manager, each Participant may communicate to the Plan Manager a
direction as to how his or her Plan Account should be deemed to be invested among such
categories of deemed investments as may be made available by the Committee hereunder. The
Plan Manager has discretion to develop rules and regulations to administer such investment
elections and transfers of investments, including establishing dollar or percentage
increments of the Plan Accounts for Participants to invest, and limits on the value of
Plan Accounts that Participants may invest in each deemed investment category or transfer
between each deemed investment category.

All
amounts credited to the Participants Account shall be deemed to be invested in
accordance with the then effective deemed investment direction; and as of the effective
date of any new deemed investment direction, all or a portion of the Participants
Account at that date

9

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shall be reallocated among the designated deemed investment
categories in the manner specified in the new deemed investment direction unless and until
a subsequent deemed investment direction shall be delivered and become effective. An
election concerning deemed investment choices shall continue indefinitely as provided in
the election form or other procedure specified by the Committee.

If
the Plan Manager receives an initial or revised deemed investment direction which it deems
to be incomplete, unclear or improper, the Participants investment direction then in
effect shall remain in effect (or, in the case of a deficiency in an initial deemed
investment direction, the Participant shall be deemed to have delivered no deemed
investment direction) until the next Designation Date, unless the Committee provides for,
and permits the application of, corrective action prior thereto. If the Plan Manager
possesses (or is deemed to possess as provided above) at any time directions as to the
deemed investment of less than all of a Participants Account, the Participant shall
be deemed to have directed that the undesignated portion of the Account be deemed to be
invested in a money market, fixed income or similar fund made available under the Plan as
determined by the Committee in its sole and absolute discretion.

Each
Participant hereunder, as a condition to his or her participation hereunder, agrees to
indemnify and hold harmless the Plan Manager, the Committee and their agents and
representatives from any losses or damages of any kind relating to the deemed investment
of the Participants Account hereunder. Each reference in this Section to a
Participant shall be deemed to include, where applicable, a reference to a Beneficiary.

4.6    
EXPENSES. Expenses attributable to the administration of the Plan, including
Trustee fees, shall be paid by the Company, but the Committee, in its sole and absolute
discretion, may elect to charge such expenses against the appropriate Participants
Account or Participants Accounts. If an expense is charged against a
Participants Account, in the sole and absolute discretion of the Committee, such
expense either (i) will reduce the Employer Contribution Credits under Section 3.1 next
due to be made by the Employer in respect of an Account maintained for the Participant or
(ii) will be charged against and shall reduce the Participants Account hereunder.

4.7    
INSURANCE. The Company may purchase life insurance policies on the lives of certain
Participants. If the Company elects to purchase a life insurance policy upon the life of a
Participant, than the Participant shall assist the Company by submitting to a physical
examination and supplying such additional information necessary to obtain the insurance
policy. The Company shall own the life insurance policies and the Participants shall have
no claim or interest in the policies.

ARTICLE 5

ENTITLEMENT TO
BENEFITS

5.1    PAYMENT
DATES. On his or her Participant Enrollment and Election Form, a Participant may
select an initial payment date for the payment or commencement of

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payment of his or her
vested Account. For this purpose, the initial payment date may be (i) a specified date
that is no earlier than 12 months following the date of termination of the
Participants employment with the Company and all of its subsidiaries and affiliates,
or (ii) a specified date that is no earlier than the first day of the second Plan Year
following the Plan Year to which the Compensation Deferral relates. The Participants
vested Account will be valued and payable according to the provisions of Article 6. The
form of payment may be changed or an initial payment date may be extended to a later date
so long as the election to change the form of payment or to so extend the date is made by
the Participant 12 months prior to the initial payment date, may not take effect for at
least 12 months from the date of the election to extend and does not provide for a new
distribution date that is earlier than five years after the initial payment date. An
election change, whether to change the form of payment and/or extend initial payment
dates, may not be made more than once. An initial payment date may not be accelerated.

Notwithstanding
any provision of the Plan to the contrary, the Company may permit, in an equitable and
consistent manner for all Participants, the acceleration of a payment date solely under
the following circumstances as permitted under the Code: (a) to make a payment to an
individual other than the Participant as may be necessary to comply with a domestic
relations order (as defined in Code Section 414(p)(1)(B)); (b) to make a payment as may be
necessary to comply with a certificate of divestiture (as defined in Code Section
1043(b)(2)); or (c) to pay Federal Insurance Contributions Act (FICA) tax imposed under
Code Section 3101 and Section 3121(v)(2) on compensation deferred under the Plan and other
related employment taxes as permitted under Code Section 409A and regulations and guidance
thereunder.

If
a Participant does not select a payment date for any particular amounts hereunder, and the
Participant terminates employment with the Company and all of its subsidiaries and
affiliates for any reason, the Participants Account at the date of such termination
shall be valued and payable 12 months following such termination according to the
provisions of Article 6.

5.2    VESTING.
The Compensation  Deferral Account and Matching  Contribution  Sub-Account of each Participant shall be 100%
vested at all times.

5.3    
TREATMENT OF FORFEITURES. All forfeitures shall be applied to reduce the
corresponding Employer Contribution Credits for the Plan Year in which the forfeiture
occurred and thereupon shall be allocated as an Employer Contribution Credit in the manner
provided for the Employer Contribution Credits which the forfeitures replace. To the
extent such forfeitures exceed the amounts required or remaining to be credited as
Employer Contribution Credits under the Plan for any Plan Year, the excess shall be
applied to reduce Employer Contribution Credits for the following Plan Years until
exhausted. In the event the Plan is terminated, any forfeitures not yet applied to reduce
Employer Contribution Credits shall revert to the Company.

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ARTICLE 6

DISTRIBUTION OF
BENEFITS

6.1    
DISTRIBUTION EVENTS AND AMOUNT. A Participant (or his or her Beneficiary) shall
become entitled to receive a distribution in an aggregate amount equal to the
Participants Account: (a) on or about the payment date or dates selected by the
Participant on his or her Participant Enrollment and Election Form as provided in Section
5.1 or, if none, on or about the date that is 12 months after the Participants
termination of employment with the Company or any of its subsidiaries or affiliates, (b)
on the death of the Participant pursuant to Section 6.3; or (c) on a Change in Control
pursuant to Section 6.4 and Article 10.

6.2    
METHOD OF PAYMENT.

(a)    Cash
Or In-Kind Payments. Payments under the Plan shall generally be made in cash;
provided, however, that payment may be made in cash or in-kind, as permitted by the
Committee in its sole and absolute discretion and subject to any restrictions on transfer
as may be applicable legally and contractually.

(b)    Timing
and Manner of Payment. In the case of distribution to a Participant or his or her
Beneficiary by virtue of an entitlement pursuant to Section 5.1, an aggregate amount equal
to the Participants vested Account will be paid by the Company, as provided by
Section 6.1, in a lump sum or in substantially equal annual installments not to exceed 10
years (adjusted for gains and losses, and reduced by any required withholding or other
deductions from such payments), as selected by the Participant at the time the Participant
completes his or her Participant Enrollment and Election Form. If a Participant fails to
designate properly the manner of payment of the Participants benefit under the Plan,
such payment will be in a lump sum on or about the fixed payment date or dates selected by
the Participant, or, if none, on or about the date of the Participants termination
of employment with the Company and all of its subsidiaries and affiliates. Notwithstanding
the foregoing, amounts transferred to this Plan from The Pentair, Inc. Non-Qualified
Deferred Compensation Plan earned by and vested in the Participant before January 1, 2005
shall be paid by the Company in the payment form that would have been applicable pursuant
to section 7 of that plan.

If
the whole or any part of a payment hereunder is to be in installments, the total to be so
paid shall continue to be deemed to be invested pursuant to Article 4 under such
procedures as the Committee may establish, in which case any deemed income, gain, loss or
expense attributable thereto (as determined by the Committee in its sole and absolute
discretion) shall be reflected in the installment payments, in such equitable manner as
the Committee shall determine.

6.3    
DEATH BENEFITS. If a Participant dies before the commencement of payments to the
Participant hereunder, the entire value of the Participants Account shall be paid,
as provided in Section 6.2, to the person or persons designated in accordance with Section
7.1.

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Upon
the death of a Participant after payments hereunder have begun but before he or she has
received all payments to which he or she is entitled under the Plan, the remaining benefit
payments shall be paid to the person or persons designated in accordance with Section 7.1,
in a lump-sum.

In
the absence of a valid beneficiary designation, death benefits will be made to the
Participants spouse, if alive; and if not, then to the Participants estate.

6.4    
CHANGE IN CONTROL. Notwithstanding any provision of the Plan to the contrary, on
the occurrence of a Change in Control, each Participant may be paid the entire value of
his or her account in one lump sum in accordance with Article 10.

ARTICLE 7

BENEFICIARIES;
PARTICIPANT DATA

7.1    
DESIGNATION OF BENEFICIARIES. Each Participant from time to time may designate any
person or persons (who may be named contingently or successively) to receive such benefits
as may be payable under the Plan upon or after the Participants death, and such
designation may be changed from time to time by the Participant by filing a new
designation. Each designation will revoke all prior designations by the same Participant,
shall be in a form prescribed by the Committee, and will be effective only when filed in
writing with the Committee during the Participants lifetime.

In
the absence of a valid Beneficiary designation, or if, at the time any benefit payment is
due to a Beneficiary, there is no living Beneficiary validly named by the Participant, the
Committee shall cause the payment of any such benefit payment to be made to the
Participants spouse, if then living, but otherwise, to the Participants
estate. In determining the existence or identity of anyone entitled to a benefit payment,
the Committee may rely conclusively upon information supplied by the Participants
personal representative, executor or administrator. If a question arises as to the
existence or identity of anyone entitled to receive a benefit payment as aforesaid, or if
a dispute arises with respect to any such payment, then, notwithstanding the foregoing,
the Committee, in its sole and absolute discretion, may distribute such payment to the
Participants estate without liability for any tax or other consequences which might
flow therefrom, or may take such other action as the Committee deems to be appropriate.

7.2    
INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE
PARTICIPANTS OR BENEFICIARIES. Any communication, statement or notice addressed to a
participant or to a Beneficiary at his or her last post office address as shown on the
Employers records shall be binding on the Participant or Beneficiary for all
purposes of the Plan. The Committee shall not be obliged to search for any Participant or
Beneficiary beyond the sending of a registered letter to such last known address. If the
Committee notifies any Participant or Beneficiary that he or she is entitled to an amount
under the Plan and the Participant or Beneficiary fails to claim such amount or make his
or her location known to the Committee within three (3) years thereafter, then, except as
otherwise

13

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required by law, if the location of one or more of the next of kin of the
Participant is known to the Committee, the Committee may direct distribution of such
amount to any one or more or all of such next of kin, and in such proportions as the
Committee determines. If the location of none of the foregoing persons can be determined,
the Committee shall have the right to direct that the amount payable shall be deemed to be
a forfeiture, except that the dollar amount of the forfeiture, unadjusted for deemed gains
or losses in the interim, shall be paid by the Company if a claim for the benefit
subsequently is made by the Participant or Beneficiary to whom it was payable. If a
benefit payable to an unlocated Participant or Beneficiary is subject to escheat pursuant
to applicable state law, the Company shall not be liable to any person for any payment
made in accordance with such law.

ARTICLE 8

ADMINISTRATION

8.1    
ADMINISTRATIVE AUTHORITY. Except as otherwise specifically provided herein, the
Committee, in its sole and absolute discretion, shall have the sole responsibility for and
the sole control of the operation and administration of the Plan, and shall have the power
and authority to take all action and to make all decisions and interpretations which may
be necessary or appropriate in order to administer and operate the Plan, including,
without limiting the generality of the foregoing, the power, duty and responsibility to:

(a)       
          Resolve and determine all disputes or questions arising under the Plan, and
          to remedy any ambiguities, inconsistencies or omissions in the Plan.

(b)       Adopt
such rules of procedure and regulations as in its opinion may be necessary for the proper
and efficient administration of the Plan and as are consistent with the Plan.

(c)       Implement
the Plan in accordance with its terms and the rules and regulations adopted as above.

(d)       Make
determinations concerning the crediting of Plan Accounts.

(e)       Appoint
any persons or firms, or otherwise act to secure specialized advice or assistance, as it
deems necessary or desirable in connection with the administration and operation of the
Plan, and the Committee shall be entitled to rely conclusively upon, and shall be fully
protected in any action or omission taken by it in good faith reliance upon, the advice or
opinion of such firms or persons. The Committee shall have the power and authority to
delegate from time to time all or any part of its duties, powers or responsibilities under
the Plan, both ministerial and discretionary, as it deems appropriate, to any person or
sub-committee, and in the same manner to revoke any such delegation of duties, powers or
responsibilities. Any action of such person or sub-committee in the exercise of such
delegated duties, powers or responsibilities shall have the same force and effect for all
purposes hereunder as if such action had been taken by the Committee. Further, the
Committee may authorize one or more persons to execute any

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certificate or document on
behalf of the Committee, in which event any person notified by an Employer of such
authorization shall be entitled to accept and conclusively rely upon any such certificate
or document executed by such person as representing action by the Committee until such
notified person shall have been notified of the revocation of such authority.

8.2    
UNIFORMITY OF DISCRETIONARY ACTS. Whenever in the administration or operation of
the Plan discretionary actions by the Committee are required or permitted, such actions
shall be consistently and uniformly applied to all persons similarly situated, and no such
action shall be taken which shall discriminate in favor of any particular person or group
of persons.

8.3    
LITIGATION. Except as may be otherwise required by law, in any action or judicial
proceeding affecting the Plan, no Participant or Beneficiary shall be entitled to any
notice or service of process, and any final judgment entered in such action shall be
binding on all persons interested in, or claiming under, the Plan.

8.4    
CLAIMS PROCEDURE. Any person claiming a benefit under the Plan (a
Claimant) shall present the claim, in writing, to the Plan Manager, and the
Plan Manager shall respond in writing. If the claim is denied, the written notice of
denial shall state, in a manner calculated to be understood by the Claimant:

(a)    The
specific reason or reasons for the denial, with specific references to the Plan provisions
on which the denial is based;

(b)    A
description of any additional material or information necessary for the Claimant to
perfect his or her claim and an explanation of why such material or information is
necessary; and

(c)    An
explanation of the Plans claims review procedure including a statement of the
claimants right to bring a civil action under Section 502(a) of ERISA following an
adverse benefit determination on review.

The
written notice denying or granting the Claimants claim shall be provided to the
Claimant within ninety (90) days after the Plan Managers receipt of the claim,
unless special circumstances require an extension of time for processing the claim. If
such an extension is required, written notice of the extension shall be furnished by the
Plan Manager to the Claimant within the initial ninety (90) day period and in no event
shall such an extension exceed a period of ninety (90) days from the end of the initial
ninety (90) day period. Any extension notice shall indicate the special circumstances
requiring the extension and the date on which the Plan Manager expects to render a
decision on the claim. Any claim not granted or denied within the period noted above shall
be deemed to have been denied.

Any
Claimant whose claim is denied, or deemed to have been denied under the preceding sentence
(or such Claimants authorized representative), may, within sixty (60) days after the
Claimants receipt of notice of the denial, or after the date of the deemed denial,
request a review of the denial by notice given, in writing, to the Committee. Upon such a
request for

15

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review, the claim shall be reviewed by the Committee (or its designated
representative) which may, but shall not be required to, grant the Claimant a hearing. In
connection with the review, the Claimant may have representation, may examine pertinent
documents, and may submit issues and comments in writing.

The
decision on review normally shall be made within sixty (60) days of the Committees
receipt of the request for review. If an extension of time is required due to special
circumstances, the Claimant shall be notified, in writing, by the Committee, and the time
limit for the decision on review shall be extended to one hundred twenty (120) days. The
decision on review shall be in writing and shall state, in a manner calculated to be
understood by the Claimant, the specific reasons for the decision and shall include
references to the relevant Plan provisions on which the decision is based. The written
decision on review shall be given to the Claimant within the sixty (60) day (or, if
applicable, the one hundred twenty (120) day) time limit discussed above. If the decision
on review is not communicated to the Claimant within the sixty (60) day (or, if
applicable, the one hundred twenty (120) day) period discussed above, the claim shall be
deemed to have been denied upon review. All decisions on review shall be final and binding
with respect to all concerned parties.

ARTICLE 9

AMENDMENT

9.1    
RIGHT TO AMEND. The Company, by written instrument executed by the Company, shall
have the right to amend the Plan, at any time and with respect to any provisions hereof,
and all parties hereto or claiming any interest hereunder shall be bound by such
amendment; provided, however, that no such amendment shall deprive a Participant or a
Beneficiary of a right accrued hereunder prior to the date of the amendment.

9.2    
AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN. Notwithstanding the
provisions of Section 9.1, the Plan may be amended by the Company at any time,
retroactively if required, if found necessary, in the opinion of the Company, in order to
ensure that the Plan is characterized as a top-hat plan of deferred
compensation maintained for a select group of management or highly compensated employees
as described under ERISA sections 201(2), 301(a)(3), and 401(a)(1), and to conform the
Plan to the provisions and requirements of any applicable law (including ERISA and the
Code). No such amendment shall be considered prejudicial to any interest of a Participant
or a Beneficiary hereunder.

ARTICLE 10

TERMINATION

10.1    
TERMINATION OR SUSPENSION OF PLAN. Each Employer reserves the right to terminate
the Plan as to some or all of its Eligible Employees and/or its obligation to make further
credits to Plan Accounts. The Company reserves the right to suspend the operation

16

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of the
Plan for a fixed or indeterminate period of time; provided, however, that during any
period of suspension, the Accounts of Participants shall continue to be credited or
debited, as applicable, with deemed investment return pursuant to Article 4. In the event
of a termination of the Plan, the Company reserves the right to distribute
Participants Accounts provided that such distribution is in compliance with Code
Section 409A and the regulations and guidance thereunder.

10.2    
TERMINATION OF PLAN ON DISSOLUTION OR CHANGE IN CONTROL. The Plan automatically
shall terminate upon the dissolution of the Company taxed under Code Section 331. In the
event of a Change in Control, the Plan shall automatically terminate. On termination of
the Plan, the provisions of Section 10.4 shall become operative.

10.3    
SUSPENSION OF DEFERRALS. In the event of a suspension of the Plan, the Company and
the Employers shall continue all aspects of the Plan, other than Compensation Deferrals
and Employer Contribution Credits, during the period of the suspension, in which event the
allocation of deemed earnings and payments hereunder will continue to be made during the
period of the suspension in accordance with Articles 4, 5 and 6.

10.4    
ALLOCATION AND DISTRIBUTION. This Section shall become operative on a termination
of the Plan as to some or all Eligible Employees, under Section 10.2. Upon the effective
date of any such event, notwithstanding any other provisions of the Plan, the value of the
interest of all affected Participants and Beneficiaries shall be determined and, after
deduction of estimated expenses in liquidating and, if applicable, paying Plan benefits,
paid to them by the Company in lump sum as soon as is practicable, by the end of the
calendar year in which the dissolution occurs or not later than 12 months following a
Change in Control.

10.5    
SUCCESSOR TO EMPLOYER. Any corporation or other business organization which is a
successor to an Employer, which is an affiliate or subsidiary of the Company, by reason of
a Change in Control shall, with the consent of the Company, have the right to become a
party to the Plan by adopting the same by resolution of the entitys board of
directors or other appropriate governing body. If, within ninety (90) days from the
effective date of such consolidation, merger or sale of assets, such new entity does not
become a party hereto, as above provided, the Plan automatically shall be terminated as to
that Employer, and the provisions of Section 10.4 shall become operative.

ARTICLE 11

FUNDING

11.1    
UNFUNDED OBLIGATION. The Companys obligation under the Plan is an unsecured
and unfunded promise to pay benefits. The Company shall have no obligation to set aside,
earmark, or entrust any fund or money with which to pay its obligations under this Plan.
The Participant, his beneficiary, or any successor in interest to him or her shall be and
remain simply a general creditor of the Company in the same manner as any other creditor
having a

17

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general claim for matured and unpaid compensation with no right to any specific
assets owned by the Company.

ARTICLE 12

MISCELLANEOUS

12.1    
LIMITATIONS ON LIABILITY OF EMPLOYERS. Neither the establishment of the Plan nor
any modification thereof, nor the creation of any account under the Plan, nor the payment
of any benefits under the Plan shall be construed as giving to any Participant or other
person any legal or equitable right against any Employer, or any officer or employee
thereof except as provided by law or by any Plan provision. Neither the Company nor any
Employer in any way guarantees any Participants Account from loss or depreciation,
whether caused by poor investment performance or the inability to realize upon an
investment due to an insolvency affecting an investment vehicle or any other reason. In no
event shall the Company, an Employer, or any successor, employee, officer, director or
stockholder of the Company or an Employer, be liable to any person on account of any claim
arising by reason of the provisions of the Plan or of any instrument or instruments
implementing its provisions, or for the failure of any Participant, Beneficiary or other
persons to be entitled to any particular tax consequences with respect to the Plan, or any
credit or distribution hereunder.

12.2    
CONSTRUCTION. If any provision of the Plan is held to be illegal or void, such
illegality or invalidity shall not affect the remaining provisions of the Plan, but shall
be fully severable, and the Plan shall be construed and enforced as if said illegal or
invalid provision had never been inserted herein. For all purposes of the Plan, where the
context admits, the singular shall include the plural, and the plural shall include the
singular. Headings of Articles and Sections herein are inserted only for convenience of
reference and are not to be considered in the construction of the Plan. The laws of the
State of Maryland shall govern, control and determine all questions of law arising with
respect to the Plan and the interpretation and validity of its respective provisions,
except where those laws are preempted by the laws of the United States. Participation
under the Plan will not give any Participant the right to be retained in the service of an
Employer nor any right or claim to any benefit under the Plan unless such right or claim
has specifically accrued hereunder.

The
Plan is intended to be and at all times shall be interpreted and administered so as to
qualify as an unfunded deferred compensation plan, and no provision of the Plan shall be
interpreted so as to give any individual any right in any assets of the Company which
right is greater than the rights of a general unsecured creditor of the Company.

This
Plan is intended to be a top-hat plan under ERISA. In the event the Committee
determines that the participation of certain individuals as Eligible Employees under the
Plan causes the Plan to fail to qualify as a top-hat plan, the Committee, in
its sole and absolute direction, is authorized to take whatever action it deems necessary
to preserve the status of the Plan as a top-hat plan, including, but not
limited to, termination of an otherwise eligible employees participation in the Plan
and (notwithstanding any provisions of the Plan to the contrary) immediate distribution of
such individuals Account.

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This
Plan is intended to comply with Section 409A of the Internal Revenue Code of 1986, as
amended, and any regulations or guidance issued thereunder, and shall be interpreted
accordingly. Any provision of the Plan not in conformance with Section 409A shall be void
as of January 1, 2005.

12.3    
SPENDTHRIFT PROVISION. No amount payable to a Participant or a Beneficiary under
the Plan will, except as otherwise specifically provided by law, be subject in any manner
to anticipation, alienation, attachment, garnishment, sale, transfer, assignment (either
at law or in equity), levy, execution, pledge, encumbrance, charge or any other legal or
equitable process, and any attempt to do so will be void; nor will any benefit be in any
manner liable for or subject to the debts, contracts, liabilities, engagements or torts of
the person entitled thereto. Further, (i) the withholding of taxes from Plan benefit
payments, (ii) the recovery under the Plan of overpayments of benefits previously made to
a Participant or Beneficiary, (iii) if applicable, the transfer of benefit rights from the
Plan to another plan, or (iv) the direct deposit of benefit payments to an account in a
banking institution (if not actually part of an arrangement constituting an assignment or
alienation) shall not be construed as an assignment or alienation.

In
the event that any Participants or Beneficiarys benefits hereunder are
garnished or attached by order of any court, the Company or Trustee may bring an action or
a declaratory judgment in a court of competent jurisdiction to determine the proper
recipient of the benefits to be paid under the Plan. During the pendency of said action,
any benefits that become payable shall be held as credits to the Participants or
Beneficiarys Account or, if the Company prefers, paid into the court as they become
payable, to be distributed by the court to the recipient as the court deems proper at the
close of said action.

IN
WITNESS WHEREOF, the Company has caused the Plan to be executed and its seal to be affixed
hereto, effective as of this 21st day of December, 2005.

|                                                                                                                   |                                                                                                                                                    
|------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------
|ATTEST/WITNESS/s/ LUCY P. BOSLEY                          
Print: Lucy P. Bosley    
          Assistant Secretary | THE BLACK & DECKER CORPORATION

By: /s/ CHARLES E. FENTON(SEAL)                          
Print Name: Charles E. Fenton    
Date: December 21, 2005

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