EXHIBIT 4(g)

# THE BLACK & DECKER
CORPORATION

# AND

# THE BANK OF NEW YORK,AS TRUSTEE

# 

# 5.750% Senior Notes
Due 2016

# FIRST SUPPLEMENTAL
INDENTURE

# Dated as of
November 16, 2006



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# TABLE OF CONTENTS



| |  | 
| |  | 
| |  | 

ARTICLE I. DEFINITIONS;
INCORPORATION BY REFERENCE

|                                       |  |                                                                                    
|-------------------------------------- |  | -----------------------------------------------------------------------------------
|SECTION 1.1  
SECTION 1.2 
SECTION 1.3 |  | DEFINITIONS
INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT
RULES OF CONSTRUCTION

ARTICLE II. THE NOTES

|                                                                              |  |                                                                                                                         
|----------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------
|SECTION 2.1  
SECTION 2.2 
SECTION 2.3 
SECTION 2.4 
SECTION 2.5 
SECTION 2.6 |  | DESIGNATION
PRINCIPAL AMOUNT; SERIES TREATMENT
PAYMENT OF PRINCIPAL AND INTEREST
FORM
TRANSFER RESTRICTIONS
SINKING FUND

# ARTICLE III.  OPTIONAL REDEMPTION OF THE NOTES; CHANGE OF CONTROL REPURCHASE EVENT

# ARTICLE IV. EXECUTION OF
THE NOTES

ARTICLE V. MISCELLANEOUS

|                                                                                           |  |                                                                                                              
|------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------
|SECTION 5.1  
SECTION 5.2 
SECTION 5.3 
SECTION 5.4 
SECTION 5.5 
SECTION 5.6 
SECTION 5.7 |  | RATIFICATION
TRUSTEE
GOVERNING LAW
TABLE OF CONTENTS; HEADINGS
MULTIPLE ORIGINALS
SEVERABILITY
EFFECTIVE DATE

Exhibit A  Form of
Note



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FIRST
SUPPLEMENTAL INDENTURE, dated as of November 16, 2006 (this Supplemental
Indenture), between THE BLACK & DECKER CORPORATION, a Maryland corporation
(the Company), and THE BANK OF NEW YORK, a New York banking
corporation, as Trustee.

RECITALS

A.    
          The Company and the Trustee have executed an indenture, dated as of
          November 16, 2006 (the Indenture), to provide for, among
          other things, the issuance from time to time of the Companys Debt
          Securities in one or more series as might be authorized under the Indenture.

B.    
          The Indenture provides that the Company and the Trustee may enter into an
          indenture supplemental thereto to establish the form and terms of any series of
          Debt Securities as provided by Sections 2.1 and 2.3 of the
          Indenture.

C.    
          The Company has duly authorized and desires to enter into this Supplemental
          Indenture to provide for the establishment of Debt Securities to be known as the
          5.750% Senior Notes due 2016 (the Notes), the form,
          substance, terms, provisions and conditions of which shall be set forth in the
          Indenture and this Supplemental Indenture.

D.    
          The Company has requested that the Trustee execute and deliver this Supplemental
          Indenture and satisfy all requirements necessary to make (i) this Supplemental
          Indenture a valid instrument in accordance with its terms and (ii) the Debt
          Securities provided for hereby, when executed and delivered by the Company and
          authenticated by the Trustee, the valid obligations of the Company.

NOW
THEREFORE, each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the Holders of the Notes:

ARTICLE IDefinitions;
Incorporation by Reference

SECTION
1.1 Definitions.

DTC
means The Depository Trust Company, its nominees and their respective successors and
assigns, or such other depository institution hereinafter appointed by the Company.

Global
Notes shall have the meaning set forth in Section 2.4(b).

Indenture
shall have the meaning set forth in the first recital.

Initial
Notes shall have the meaning set forth in Section 2.2(a).



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Notes
shall have the meaning set forth in the third recital.

Supplemental
Indenture shall have the meaning set forth in the introductory paragraph.

SECTION
1.2 Incorporation by Reference of Trust Indenture Act. This Supplemental Indenture
is subject to the mandatory provisions of the TIA, which are incorporated by reference in
and made a part of this Supplemental Indenture. All TIA terms used in this Supplemental
Indenture that are defined by the TIA, defined in the TIA by reference to another statute
or defined by SEC rule have the meanings assigned to them by such definitions.

SECTION
1.3 Rules of
Construction.

(a)       
          Unless otherwise indicated, capitalized terms that are not defined herein shall
          have the meanings given to them in the Indenture.

(b)       
          Unless the context otherwise requires:

|(i) | a term has the meaning assigned to it;
|--- | --------------------------------------

|(ii) | an accounting term not otherwise defined has the meaning assigned to it in
          accordance with U.S. GAAP;
|---- | ---------------------------------------------------------------------------------------------------------------

|(iii) | or is not exclusive;
|----- | ----------------------

|(iv) | includingmeans including without limitation;
|---- | ----------------------------------------------

|(v) | words in the singular include the plural and words in the plural include the
          singular;
|--- | ------------------------------------------------------------------------------------------------

|(vi) | the principal amount of any noninterest bearing or other discount security at
          any date shall be the principal amount thereof that would be shown on a balance
          sheet of the issuer dated such date prepared in accordance with U.S. GAAP; and
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(vii) | unless otherwise indicated, all references to Articles or Sections refer to
          Articles or Sections of this Supplemental Indenture.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE IIThe Notes

SECTION
2.1 Designation. The Company hereby establishes a series of Debt Securities
designated the 5.750% Senior Notes due 2016 for issuance under the Indenture.

SECTION
2.2 Principal Amount; Series Treatment.

(a)      The
Notes shall initially be limited to an aggregate principal amount of $300,000,000 (the
Initial Notes). The Company may, from time to time without the consent of



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3

the
Holders of the outstanding Notes, issue additional Notes, so that such additional Notes
and the outstanding Notes shall be consolidated together and form a single series of Debt
Securities under the Indenture, as supplemented by this Supplemental Indenture. For all
purposes of the Indenture and this Supplemental Indenture, all Notes, whether Initial
Notes or additional Notes, shall constitute one series of Debt Securities and shall vote
together as one series of Debt Securities.

(b)      Any
additional Notes issued under Section 2.2(a) shall have the same terms in all
respects as the corresponding series of Notes, except that interest will accrue on the
additional Notes from the most recent date to which interest has been paid on the Notes of
such series (other than the additional Notes) or if no interest has been paid on the
outstanding Notes of such series from the first date that the outstanding Notes were
originally issued under the Indenture, as supplemented by this Supplemental Indenture.

(c)      The
Notes shall be issued only in fully registered form, without coupons, and only in minimum
denominations of $1,000 and integral multiples thereof.

SECTION
2.3 Payment of Principal and Interest. The principal amount of each Note shall be
due and payable on November 15, 2016.

The
Notes will bear interest at the rate of 5.750% per annum from November 16, 2006 until the
principal thereof becomes due and payable or to the date of redemption (if any) of the
Notes, such interest to be payable semi-annually in arrears on May 15 and November 15 of
each year, to the Holders of record of the Notes as of the close of business on the May 1
and November 1 preceding such interest payment dates, commencing, in the case of the
Initial Notes or any additional Notes issued prior to such date, on May 15, 2007.

Any
payment of principal or interest required to be made on a day that is not a Business Day
need not be made on such day, but may be made on the next succeeding Business Day with the
same force and effect as if made on such day and no interest shall accrue as a result of
such delayed payment.

SECTION
2.4 Form.

(a)      The
Notes shall contain the terms set forth in, and shall be substantially in the form of,
Exhibit A. The terms and provisions contained in the form of Notes set forth
in Exhibit A shall constitute, and are hereby expressly made, a part of the
Indenture, as supplemented by this Supplemental Indenture.

The
Notes shall have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by the Indenture, as supplemented by this
Supplemental Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements imprinted or otherwise reproduced thereon,
not inconsistent with the provisions of the Indenture, as supplemented by this
Supplemental Indenture, as may be required to comply with any law, or with any rules of
any securities exchange, all as may, consistently herewith, be determined by the Officers
executing the Notes as evidenced by their execution of the Notes.



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4

(b)      The
Company initially appoints DTC to act as Depositary with respect to the Notes issued in
the form of Global Securities.

So
long as the Notes are eligible for book-entry settlement with DTC, or unless otherwise
required by law, or otherwise contemplated herein, all of the Notes shall be represented
by one or more Notes in global form registered in the name of DTC or its nominee.

The
Notes shall be issued initially in the form of one or more permanent Global Securities in
registered form, substantially in the form set forth in Exhibit A (the
Global Notes), registered in the name of Cede & Co., the nominee of
DTC, upon Company Order, deposited with the Trustee, as custodian for DTC or its nominee,
duly executed by the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of the Global Notes may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for DTC or its
nominee, in accordance with the instructions given by the Holder thereof, as hereinafter
provided.

The
transfer and exchange of beneficial interests in any such Global Notes shall be effected
through DTC in accordance with this Supplemental Indenture, the Indenture and DTCs
applicable procedures. Except as provided in the Indenture, beneficial owners of a Global
Note shall not be entitled to have certificates registered in their names, will not
receive or be entitled to receive physical delivery of certificates in definitive form and
will not be considered Holders of such Global Note.

Any
Global Note shall represent such of the outstanding Notes as shall be specified therein
and shall provide that it shall represent the aggregate amount of outstanding Notes from
time to time endorsed thereon and that the aggregate amount of outstanding Notes
represented thereby may from time to time be increased or reduced to reflect redemptions,
transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the
amount of any increase or decrease in the amount of outstanding Notes represented thereby
shall be made by the Trustee in such manner and upon written instructions given by the
Holder of such Notes in accordance with the Indenture and this Supplemental Indenture.
Payment of principal of and interest and premium, if any, on any Global Note shall be made
to the Holder of such Note.

SECTION
2.5 Transfer Restrictions. The following provisions shall apply only to the Global
Notes:

(a)       Each Global Note authenticated under this Supplemental Indenture shall be
               registered in the name of DTC or its nominee and delivered to DTC or its nominee
               or to the Trustee if the Trustee is acting as custodian for DTC or its nominee
               with respect to such Global Note, and each such Global Note shall constitute a
               single Note for all purposes of the Indenture and this Supplemental Indenture.

(b)       Notwithstanding any other provision in this Supplemental Indenture, no Global
               Note may be exchanged in whole or in part for Notes registered, and no transfer
               of a Global Note in whole or in part may be registered, in the name of any
               Person other than DTC or its nominee except as provided in Section 2.4 of
               the Indenture. Any Note issued in exchange for a Global Note or any portion
               thereof shall be a Global Note; provided that any such Note so issued



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5

that is
               registered in the name of a Person other than DTC or its nominee shall not be a
               Global Note.

(c)      
               Notes issued in exchange for a Global Note or any portion thereof pursuant to
               clause (b) above shall be issued pursuant to Section 2.4 of the
               Indenture.

(d)      
              At
such time as all interests in a Global Note have been redeemed, repurchased, converted,
canceled or exchanged for Notes in definitive form, such Global Note shall, upon receipt
thereof, be canceled by the Trustee in accordance with standing procedures and
instructions existing between DTC and the Trustee. At any time prior to such cancellation,
if any interest in a Global Note is redeemed, repurchased, converted, canceled or
exchanged for Notes in definitive form, the principal amount of such Global Note shall, in
accordance with the standing procedures and instructions existing between DTC and the
Trustee, be appropriately reduced, and an endorsement shall be made on such Global Note,
by the Trustee, at the direction of the Trustee, to reflect such reduction.

SECTION
2.6 Sinking Fund. The Notes shall not be subject to a sinking fund.

ARTICLE IIIOptional Redemption
of the Notes; Change of Control Repurchase Event

The Notes may be redeemed at the
option of the Company on the terms and conditions set forth in the form of Note set forth
in Exhibit A. In the event of a Change of Control Repurchase Event (as defined
in Exhibit A) the Company will offer to repurchase the Notes on the terms and
conditions set forth in the form of Note set forth in Exhibit A.

ARTICLE IVExecution of the
Notes

The Notes, the Company Order and any
Officers Certificates to be delivered under the Indenture in connection with the
authentication and delivery of the Notes shall be executed and delivered as set forth in
the Indenture.

ARTICLE VMiscellaneous

SECTION
5.1 Ratification. The Indenture, as supplemented by this Supplemental Indenture, is
in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed
part of the Indenture in the manner and to the extent herein and therein provided.

SECTION
5.2 Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in
respect of the recitals contained herein, all of which recitals are made solely by the
Company.

SECTION
5.3 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



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SECTION
5.4 Table of Contents; Headings. The table of contents and headings of the Articles
and Sections of this Supplemental Indenture have been inserted for convenience of
reference only, are not intended to be considered a part hereof and shall not modify or
restrict any of the terms or provisions hereof.

SECTION
5.5 Multiple Originals. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. One signed copy is enough to prove this Supplemental
Indenture.

SECTION
5.6 Severability. A determination that any provision of this Supplemental Indenture
is unenforceable or invalid shall not affect the enforceability or validity of any other
provision hereof.

SECTION
5.7 Effective Date. This Supplemental Indenture shall be effective pursuant to
Section 9.1 of the Indenture immediately upon execution by the Company and delivery to and
execution by the Trustee of this Supplemental Indenture.

[signatures appear
on the following page]



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IN
WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed
as of the date first written above.

| |                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------
| | THE BLACK &DECKER CORPORATION
By:/s/ Charles E. Fenton
        Name:  Charles E. Fenton
        Title:  Senior Vice President and General Counsel

| |                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------
| | THE BANK OF NEW YORK,
as Trustee
By:/s/ Alexander Pabon
        Name:  Alexander Pabon
        Title:  Assistant Vice President



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EXHIBIT A

[FORM OF FACE OF NOTE]

[Global Notes shall bear the
following legend]

[THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF THE DEPOSITORY TRUST COMPANY (DTC), AS DEPOSITARY, OR A NOMINEE OF DTC.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

Unless
this certificate is presented by an authorized representative of DTC, to the Company or
its agent for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co., or such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other entity
as is required by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.]

A-1

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|No.___ |  | Principal Amount $300,000,000, as revised by the Schedule of Increases and Decreases
inGlobal Security attached hereto
|------ |  | ----------------------------------------------------------------------------------------------------------------------

CUSIP NO. ____________ISIN: ____________

5.750% Senior Notes Due
2016

The
Black & Decker Corporation, a Maryland corporation, promises to pay to Cede & Co.,
or registered assigns, the principal sum of $300,000,000 Dollars, as revised by the
Schedule of Increases and Decreases in Global Security attached hereto, on November 15,
2016.

Interest Payment Dates:  May 15 and November 15                    Record Dates:  May 1 and November 1

Additional
provisions of this Note are set forth on the other side of this Note.

| |                                                                 
| | ----------------------------------------------------------------
| | THE BLACK &DECKER CORPORATION
By:
        Name:  
        Title:

TRUSTEES
CERTIFICATE OFAUTHENTICATION

The Bank of New York, as Trustee,       certifies that this is one of the Debt       Securities referred
to in the Indenture.

By:       Authorized
Signatory      Date:

A-2

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[FORM OF REVERSE SIDE OF NOTE]

5.750% Senior Notes Due 2016

This
Note is one of a duly authorized issue of Debt Securities of The Black & Decker
Corporation, a Maryland corporation (such corporation, and its successors and assigns
under the Indenture hereinafter referred to, being herein called the
Company), of the series hereinafter specified, all issued or to be
issued pursuant to an indenture, dated as of November 16, 2006, as amended and
supplemented by the First Supplemental Indenture, dated as of November 16, 2006 (together
referred to herein as the Indenture), between the Company and The Bank
of New York, a New York banking corporation, as trustee (the Trustee,
which term includes any successor Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Debt Securities. To the extent terms of the Indenture and
this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of a
series of Debt Securities of the Company designated as the 5.750% Senior Notes due 2016
(the Notes), initially limited in aggregate principal amount of
$300,000,000, subject to the issuance of additional Notes as provided in the Indenture.
Terms used but not defined herein shall have the respective meanings set forth in the
Indenture.

1.       Interest.
          The Company promises to pay interest on the principal amount of this Debt
          Security at the rate per annum shown above.

The
Company will pay interest semiannually on May 15 and November 15 of each year commencing
May 15, 2007. Interest on the Notes will accrue from the most recent date to which
interest has been paid on the Notes or, if no interest has been paid, from November 16,
2006. The Company shall pay interest on overdue principal or premium, if any (plus
interest on such interest to the extent lawful), at the rate borne by the Notes to the
extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

2.       Method
of Payment. By at least 10:00 a.m. (New York City time) on the date on which any
principal of or interest on any Note is due and payable, the Company shall deposit with
the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any,
and/or interest when due. The Company will pay interest (except Defaulted Interest) to the
Persons who are registered Holders of Notes at the close of business on May 1 or November
1 next preceding the interest payment date even if Notes are cancelled, repurchased or
redeemed after the record date and on or before the interest payment date. Holders must
surrender Notes to a Paying Agent to collect principal payments. The Company will pay
principal and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. Except as described in the succeeding two
sentences, the principal of, premium, if any, and interest on the Notes shall be payable
at the office or agency of the Company maintained for such purpose pursuant to Section 3.4
of the Indenture; provided, however, that, at the option of the Company, each
installment of interest may be paid by check mailed to addresses of the Persons entitled
thereto as such addresses shall appear on the Security Register. Payments in respect of
Notes represented by a Global Note (including principal, premium, if any, and interest)
will be made by wire transfer of immediately available funds to the accounts

A-3

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specified by
the Depositary. Payments in respect of Notes represented by definitive Notes (including
principal, premium, if any, and interest) held by a Holder of at least $1,000,000
aggregate principal amount of Notes represented by definitive Notes will be made by wire
transfer to a U.S. dollar account maintained by the payee with a bank in the United States
if such Holder elects payment by wire transfer by giving written notice to the Trustee or
the Paying Agent to such effect designating such account no later than 15 days immediately
preceding the relevant due date for payment (or such other date as the Trustee may accept
in its discretion).

Any
payment of principal or interest required to be made on a day that is not a Business Day
need not be made on such day, but may be made on the next succeeding Business Day with the
same force and effect as if made on such day and no interest shall accrue as a result of
such delayed payment. As used in this Note, the term Business Day means
a day other than a Saturday, Sunday or other day on which commercial banking institutions
are authorized or required by law to close in the City of New York.

3.       Paying
Agent and Registrar. Initially, the Trustee will act as Trustee, Paying Agent and
Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice to any Holder. The Company or any of its Subsidiaries may act as Paying
Agent, Registrar or co-registrar.

4.       Indenture.
          The Company issued the Notes under the Indenture. The terms of the Notes include
          those stated in the Indenture and those made part of the Indenture by reference
          to the Trust Indenture Act of 1939 (15 U.S.C.
          §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the
          Act). Capitalized terms used herein and not defined herein have the
          meanings ascribed thereto in the Indenture. The Notes are subject to all such
          terms, and Holders are referred to the Indenture and the Act for a statement of
          those terms. In the event of any inconsistency between the terms of this Note
          and the terms of the Indenture, the terms of the Indenture shall control.

The
Notes are general unsecured and unsubordinated obligations of the Company initially
limited to $300,000,000 aggregate principal amount of Notes and will rank equally with all
of the Companys existing and future unsecured and unsubordinated indebtedness. The
Company may at any time issue additional Notes under the Indenture in unlimited amounts
having the same terms as and treated as a single class with the Notes for all purposes
under the Indenture and will vote together as one class with respect to the Notes. This
Note is one of the Debt Securities referred to in the Indenture. The Indenture imposes
certain limitations on, among other things the incurrence of certain liens and
sale-leaseback transactions by the Company or its Subsidiaries and consolidations, mergers
and sales of assets of the Company.

5.       Redemption;
Change of Control Repurchase Event. The Notes will be redeemable, in whole or in part,
at any time, at the option of the Company, upon not less than 30 and not more than 60 days
prior notice mailed by first-class mail to each Holder of Notes to be so redeemed at such
Holders registered address, at a redemption price equal to the greater of

o          
100% of the principal amount of the Notes to be redeemed; or

A-4

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o          
the sum of the present values of
the remaining scheduled payments of principal of and interest on the Notes to be redeemed,
exclusive of interest accrued to the redemption date, discounted to the redemption date on
a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate (as defined below), plus 20 basis points, as calculated by an
Independent Investment Banker;

plus, in either case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to the
redemption date.

For purposes of determining the optional redemption price, the following definitions are applicable:

"Adjusted Treasury Rate" means, with respect to any redemption date for the Notes,

o       the yield, under the heading that
represents the average for the immediately preceding week, appearing in the most recently
published statistical release designated H.15(519) or any successor
publication that is published weekly by the Board of Governors of the Federal Reserve
System and that establishes yields on actively traded U.S. Treasury securities adjusted to
constant maturity under the caption Treasury Constant Maturities, for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the applicable maturity date, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be determined
and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month); or

o        if such release (or any successor
release) is not published during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third business day preceding the redemption date.

Comparable
Treasury Issue means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term of the Notes to be
redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.

Comparable
Treasury Price means, with respect to any redemption date applicable to the Notes
(1) the average of four Reference Treasury Dealer Quotations obtained by the Trustee for
such redemption date, after excluding the highest and lowest of such Reference Treasury
Dealer Quotations; or (2) if the Trustee obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such Reference Treasury Dealer Quotations obtained
by the Trustee.

A-5

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Independent
Investment Banker means one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Company; provided that the Trustee will not be liable
for any errors and omissions of the Independent Investment Banker.

Reference Treasury Dealer means (1) Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc. (or their respective successors); provided, however, that if any of the foregoing shall cease to be a primary U.S.
government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary
Treasury Dealer; and (2) one other Primary Treasury Dealer appointed by the Trustee after consultation with the Company; provided
that the Trustee will not be liable for any errors and omissions of such Primary Treasury Dealer.

Reference
Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and
any redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue for the Notes, expressed in each case as a
percentage of its principal amount, quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such
redemption date.

In
the case of any partial redemption, selection of the Notes for redemption will be made by
the Trustee at least 30 and not more than 60 days prior to the redemption date and by such
method as the Trustee shall deem to be fair and appropriate (and in such manner as
complies with applicable legal requirements) provided that (i) the Notes and portions
thereof that the Trustee selects shall be in amounts of $1,000 or an integral multiple of
$1,000 and (ii) no such partial redemption shall reduce the portion of the principal
amount of a Note not redeemed to less than $1,000. Notice of such redemption will be given
within this period of time in accordance with the Indenture. If any Note is to be redeemed
in part only, the notice of redemption relating to such Note shall state the portion of
the principal amount thereof to be redeemed. A new Note in principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note. On and after the redemption date, interest will cease
to accrue on the Notes or portions thereof called for redemption as long as the Company
has deposited with the Trustee or with a Paying Agent (or, if applicable, segregated and
held in trust) money sufficient to pay the redemption price of, and accrued interest on,
all the Notes that are to be redeemed on such date.

If a Change of
Control Repurchase Event (defined below) occurs, unless the Company has previously
exercised its right to redeem the notes as described above, the Company will make an offer
to each Holder of Notes to repurchase all or any part (in integral multiples of $1,000) of
that Holders Notes at a repurchase price in cash equal to 101% of the aggregate
principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes
repurchased to the date of purchase. Within 30 days following any Change of Control
Repurchase Event or, at the Companys option, prior to any Change of Control (defined
below), but after the public announcement of the Change of Control, the Company will mail
a notice to each Holder, with a copy to the Trustee, describing the transaction or
transactions that constitute or may constitute the Change of Control Repurchase Event and
offering to repurchase Notes on the payment date specified in the notice, which date will
be no earlier than 30 days and no later

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than 60 days from the date such notice is mailed.
The notice shall, if mailed prior to the date of consummation of the Change of Control,
state that the offer to purchase is conditioned on the Change of Control Repurchase Event
occurring on or prior to the payment date specified in the notice. The Company will comply
with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended
(the Exchange Act) and any other securities laws and regulations under the
Exchange Act to the extent those laws and regulations are applicable in connection with
the repurchase of the notes as a result of a Change of Control Repurchase Event. To the
extent that the provisions of any securities laws or regulations conflict with the Change
of Control Repurchase Event provisions herein, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its obligations
under the Change of Control Repurchase Event provisions herein by virtue of such conflict.

On
the Change of Control Repurchase Event payment date, the Company will, to the extent
lawful:

o       
accept for payment all Notes or portions of Notes properly tendered pursuant to the Company's offer;

o       
deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes
                           properly tendered; and

o       
deliver or cause to be delivered to the Trustee the Notes properly accepted, together with
an Officers Certificate stating the aggregate principal amount of Notes being
purchased by the Company.

The
Paying Agent will promptly mail to each Holder of Notes properly tendered the purchase
price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book-entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of any Notes surrendered; providedthat each new Note will be
in a principal amount of $1,000 or an integral multiple thereof.

The
Company will not be required to make an offer to repurchase the Notes upon a Change of
Control Repurchase Event if a third party makes such an offer in the manner, at the times
and otherwise in compliance with the requirements for an offer made by the Company and
such third party purchases all Notes properly tendered and not withdrawn under its offer.

For purposes of the Notes:

Below
Investment Grade Rating Event means the Notes are rated below Investment Grade
(defined below) by both rating agencies on any date from the date of the public notice of
an arrangement that could result in a Change of Control until the end of the 60-day period
following public notice of the occurrence of a Change of Control (which period shall be
extended so long as the rating of the Notes is under publicly announced consideration for
possible downgrade by either of the rating agencies); providedthat a Below
Investment Grade Rating Event otherwise arising by virtue of a particular reduction in
rating shall not be deemed to have occurred in respect of a particular Change of Control
(and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the
definition of Change of Control

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Repurchase Event) if the rating agencies making the
reduction in rating to which this definition would otherwise apply do not announce or
publicly confirm or inform the Trustee in writing at the Companys request that the
reduction was the result, in whole or in part, of any event or circumstance comprised of
or arising as a result of, or in respect of, the applicable Change of Control (whether or
not the applicable Change of Control shall have occurred at the time of the Below
Investment Grade Rating Event).

Change
of Control means the consummation of any transaction (including, without limitation,
any merger or consolidation) the result of which is that any person (as that
term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner,
directly or indirectly, of more than 50% of the Companys Voting Stock (defined
below), measured by voting power rather than number of shares. Notwithstanding the
foregoing, a transaction will not be deemed to involve a Change of Control if (1) the
Company becomes a wholly owned subsidiary of a holding company and (2) the holders of the
Voting Stock of such holding company immediately following that transaction are
substantially the same as the holders of the Companys Voting Stock immediately prior
to that transaction.

Change
of Control Repurchase Event means the occurrence of both a Change of Control and a
Below Investment Grade Rating Event.

Investment
Grade means a rating of Baa3 or better by Moodys (or its equivalent under any
successor rating categories of Moodys); a rating of BBB- or better by S&P (or
its equivalent under any successor rating categories of S&P); and the equivalent
Investment Grade credit rating from any additional Rating Agency (defined below) or Rating
Agencies selected by the Company.


Moody's  means Moody's Investors Service Inc.

Rating
Agency means (1) each of Moodys and S&P; and (2) if either of Moodys
or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly
available for reasons outside of the Companys control, a nationally recognized
statistical rating organization within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act, selected by the Company (as certified by a resolution of the
Companys board of directors) as a replacement agency for Moodys or S&P, or
both, as the case may be.

S&P
means Standard & Poors Ratings Services, a division of McGraw-Hill, Inc.

Voting
Stock of any specified person (as that term is used in Section 13(d)(3)
of the Exchange Act) as of any date means the capital stock of such person that is at the
time entitled to vote generally in the election of the board of directors of such person.

6.       Denominations;
Transfer; Exchange. The Notes are in registered form without coupons in denominations
of principal amount of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements or transfer documents and to pay any
taxes and fees required by law or permitted by the Indenture. The Registrar need

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not (A)
issue, register the transfer of or exchange any Note during a period beginning at the
opening of 15 days before the day of any selection of Notes for redemption and ending at
the close of business on the day of selection, (B) register the transfer of or to exchange
any Note so selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part, or (C) register the transfer of or to exchange a Note
between a record date and the next succeeding interest payment date.

7.       Persons Deemed Owners. The registered Holder of this Note will be treated as the owner of it for all purposes.

8.       Unclaimed
Money. If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at its written
request unless an abandoned property law designates another Person. After any such
payment, Holders entitled to the money must look only to the Company and not to the
Trustee or Paying Agent for payment.

9.       Defeasance.
          Subject to certain conditions set forth in the Indenture, the Company at any
          time may terminate some or all of its obligations under the Notes and the
          Indenture if the Company deposits with the Trustee money or U.S. Government
          Securities for the payment of principal, premium, if any, and interest on the
          Notes to redemption or maturity, as the case may be.

10.       Amendment,
Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or
the Notes may be amended with the written consent of the Holders of at least a majority in
principal amount of the then outstanding Notes and (ii) any default (other than with
respect to nonpayment or in respect of a provision that cannot be amended without the
written consent of each Holder affected thereby) or noncompliance with any provision may
be waived with the written consent of the Holders of a majority in principal amount of the
then outstanding Notes. Subject to certain exceptions set forth in the Indenture, without
the consent of any Holder, the Company and the Trustee may amend the Indenture or the
Notes to cure any ambiguity, omission, defect or inconsistency, or to comply with
Article IV of the Indenture, or to add guarantees with respect to the Notes, or to
secure the Notes, or to add additional covenants of the Company, or surrender rights and
powers conferred on the Company, or to comply with any request of the SEC in connection
with qualifying the Indenture under the Act, or to make any change that does not adversely
affect the rights of any Holder, or to establish the form or terms of the Notes as
permitted under the Indenture, or to evidence and provide for the acceptance of
appointment under the Indenture by a successor Trustee with respect to the Notes and as
shall be necessary to provide for or facilitate the administration of the trusts under the
Indenture by more than one Trustee.

11.       Defaults
and Remedies. Under the Indenture, Events of Default include (i) default in any
payment of interest or additional interest on any Note when due, and continuing for 30
days; (ii) default in the payment of principal or premium, if any, on any Note when due at
its Stated Maturity, upon optional redemption, upon declaration or otherwise;
(iii) default by the Company in the performance of or breaches by the Company of any
covenant or agreement in the Indenture or under the Notes, other than those referred to in
(i) or (ii), where such default continues for 60 days after written notice to the Company
by the Trustee or to the Company and

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the Trustee by the Holders of at least 25% in
principal amount of the outstanding Notes; (iv) (a) failure by the Company or any of its
Subsidiaries to pay, in accordance with its terms and when payable, any of the principal,
premium, if any, interest or additional amounts, if any, on any Debt (including the Notes,
but other than the Notes, if any, with respect to which the failure to pay principal,
premium, if any, interest or additional interest is also an Event of Default under clauses
(i), (ii) or both) having, in the aggregate, a then outstanding principal amount in excess
of $50,000,000, at the later of final maturity or the expiration of any applicable grace
period or (b) acceleration of the maturity of Debt in an aggregate principal amount in
excess of $50,000,000, if that acceleration results from a default under the instrument
giving rise to or securing such Debt; or (v) certain events of bankruptcy, insolvency or
reorganization of the Company.

If
an Event of Default described in clauses (i), (ii), (iii) and (iv) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25% in
outstanding principal amount of the Notes by notice to the Company and the Trustee, may,
and the Trustee at the request of such Holders shall, declare the principal of, premium,
if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable.
Upon such a declaration, such principal, premium and accrued and unpaid interest shall be
immediately due and payable. If an Event of Default described in clause (v) above occurs
and is continuing, the principal of, premium, if any, and accrued and unpaid interest on
all the Notes will become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holders.

Holders
may not enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable
indemnity or security satisfactory to it. Subject to certain limitations, Holders of a
majority in principal amount of the Notes may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders notice of any continuing Default or
Event of Default (except a Default or Event of Default in payment of principal of,
premium, if any, or interest on any Note) if it determines in good faith that withholding
notice is in the interests of Holders.

12.       Trustee
Dealings with the Company. Subject to certain limitations set forth in the Indenture,
the Trustee under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates
with the same rights it would have if it were not Trustee.

13.       No
Recourse Against Others. An incorporator, director, officer, employee, Affiliate or
stockholder, of the Company, solely by reason of this status, shall not have any liability
for any obligations of the Company under the Notes or the Indenture or for any claim based
on, in respect of or by reason of such obligations or their creation. By accepting a Note,
each Holder waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

14.       Authentication.
          This Note shall not be valid until an authorized signatory of the Trustee (or an
          authenticating agent acting on its behalf) manually signs the certificate of
          authentication on the other side of this Note.

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15.       Abbreviations.
          Customary abbreviations may be used in the name of a Holder or an assignee, such
          as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN
          (=joint tenants with rights of survivorship and not as tenants in common), CUST
          (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

16.       CUSIP
Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures the Company has caused CUSIP numbers to be printed on the Notes
and has directed the Trustee to use CUSIP numbers in notices of redemption as a
convenience to Holders. No representation is made by the Company or the Trustee as to the
accuracy of such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers placed
thereon.

17.       Governing
Law. This Note shall be governed by, and construed in accordance with, the laws of the
State of New York.

The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture
which has in it the text of this Note.  Requests may be made to:

The Black & Decker Corporation
                                            
701 East Joppa Road                                             
Towson, Maryland  21286                                                   
Attention:  Treasurer

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to



(Print or type assignee's name, address and zip code)



(Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint  agent to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

______________________________________________________________________________

Date:_____________________________      Your Signature:_______________________

Signature Guarantee:_____________________________________________________________                  
                      
                (Signature must be guaranteed)

______________________________________________________________________________
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.

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[TO BE ATTACHED TO GLOBAL SECURITIES]
                                             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The
following increases or decreases in this Global Security have been made:

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