THE BLACK & DECKER CORPORATION
                               701 East Joppa Road
                             Towson, Maryland 21286









                                                     February 12, 1998



Mr. Frederik B. van den Bergh
'Le Cret' Chemin De La Sabliere
74140 Chens Le Pont
FRANCE

Dear Mr. van den Bergh:

     The Black & Decker Corporation (the  "Corporation")  considers it essential
to the best interests of its stockholders to foster the continuous employment of
key  management  personnel.  In this  connection,  the Board of Directors of the
Corporation  (the  "Board")  recognizes  that, as is the case with many publicly
held corporations, the possibility of a change in control of the Corporation may
exist and that such possibility,  and the uncertainty and questions which it may
raise among management, may result in the departure or distraction of management
personnel to the detriment of the Corporation and its stockholders.

     The  Board  has  determined  that  appropriate  steps  should  be  taken to
reinforce and encourage the continued attention and dedication of members of the
Corporation's  management,  including yourself, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a change in control of the  Corporation,  although no such change
is now contemplated.

     In order to  induce  you to remain in the  employ of the  Corporation,  the
Corporation  agrees that you shall receive the  severance  benefits set forth in
this letter  agreement (the  "Agreement")  in the event your employment with the
Corporation is terminated subsequent to a "change in control of the Corporation"
(as defined in Section 2 hereof) under the circumstances described below.

     1. TERM OF AGREEMENT.  This Agreement shall commence on the date hereof and
shall continue in effect through December 31, 2000; provided, however, that if a
change in control of the  Corporation  shall have occurred prior to December 31,
2000,  this Agreement  shall continue in effect for a period of 36 months beyond
the month in which such change in control occurred, at which time this Agreement
shall  terminate.  Notwithstanding  the  foregoing,  and  provided  no change in
control  of  the   Corporation   shall  have  occurred,   this  Agreement  shall
automatically  terminate  upon the earlier to occur of (i) your  termination  of
employment with the Corporation,  or (ii) the Corporation's  furnishing you with
notice of termination, irrespective of the effective date of such termination.
<PAGE>

     2. CHANGE IN CONTROL.  No benefits shall be payable  hereunder unless there
shall have been a change in control of the Corporation,  as set forth below. For
purposes of this Agreement,  a "change in control of the Corporation" shall mean
a change in  control  of a nature  that  would be  required  to be  reported  in
response to Item 6(e) of Schedule 14A of Regulation  14A  promulgated  under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not
the Corporation is in fact required to comply therewith,  provided that, without
limitation, such a change in control shall be deemed to have occurred if (A) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than a trustee or other  fiduciary  holding  securities  under an employee
benefit plan of the  Corporation  or any of its  subsidiaries  or a  corporation
owned,  directly  or  indirectly,  by the  stockholders  of the  Corporation  in
substantially   the  same  proportions  as  their  ownership  of  stock  of  the
Corporation,  is or becomes  the  "beneficial  owner" (as  defined in Rule 13d-3
under  the  Exchange  Act),  directly  or  indirectly,   of  securities  of  the
Corporation  representing  20% or  more  of the  combined  voting  power  of the
Corporation's  then  outstanding  securities;  (B)  during  any  period  of  two
consecutive  years,  individuals who at the beginning of such period  constitute
the Board and any new director (other than a director designated by a person who
has entered  into an  agreement  with the  Corporation  to effect a  transaction
described in clauses (A) or (D) of this Section)  whose election by the Board or
nomination for election by the Corporation's stockholders was approved by a vote
of at least  two-thirds  of the  directors  then still in office who either were
directors at the  beginning of the period or whose  election or  nomination  for
election  was  previously  so  approved,  cease for any reason to  constitute  a
majority thereof; (C) the Corporation enters into an agreement, the consummation
of  which  would  result  in  the  occurrence  of a  change  in  control  of the
Corporation;  or (D) the stockholders of the Corporation approve a merger, share
exchange or consolidation of the Corporation with any other  corporation,  other
than a merger,  share exchange or consolidation which would result in the voting
securities of the Corporation  outstanding  immediately prior thereto continuing
to represent (either by remaining  outstanding or by being converted into voting
securities of the surviving entity) at least 60% of the combined voting power of
the voting  securities of the Corporation or such surviving  entity  outstanding
immediately  after  such  merger,  share  exchange  or  consolidation,   or  the
stockholders  of the Corporation  approve a plan of complete  liquidation of the
Corporation or an agreement for the sale or  disposition  by the  Corporation of
all or substantially all the Corporation's assets.

     3. TERMINATION  FOLLOWING  CHANGE IN CONTROL OF THE CORPORATION.  If any of
the events described in Section 2 hereof constituting a change in control of the
Corporation shall have occurred,  you shall be entitled to the benefits provided
in Subsection  4(iii) hereof upon the subsequent  termination of your employment
during the term of this Agreement unless such termination is (A) because of your
death or Disability,  (B) by the Corporation for Cause, or (C) by you other than
for Good Reason.

         (i)  DISABILITY.  If, as a result of your incapacity due to physical or
mental  illness,  you shall have been absent from the full-time  performance  of
your duties with the Corporation for six consecutive  months, and within 30 days
after written  notice of termination is given you shall not have returned to the
full-time  performance  of your duties,  your  employment  may be terminated for
"Disability."

     (ii) CAUSE.  Termination by the  Corporation of your employment for "Cause"
shall mean  termination  upon (A) the  willful and  continued  failure by you to
substantially  perform  your  duties with the  Corporation,  other than any such
failure  resulting from your incapacity due to physical or mental illness or any
such  actual or  anticipated  failure  after the  issuance by you of a Notice of
Termination (as defined in Subsection  3(iv) hereof) for Good Reason (as defined
<PAGE>

in Subsection 3(iii) hereof), after a written demand for substantial performance
is  delivered  to you by the Board,  which demand  specifically  identifies  the
manner in which the Board  believes  that you have not  substantially  performed
your duties, or (B) the willful engaging by you in conduct which is demonstrably
and  materially  injurious to the  Corporation,  monetarily  or  otherwise.  For
purposes  of this  Subsection,  no act or  failure  to act on your part shall be
deemed  "willful"  unless done,  or omitted to be done, by you not in good faith
and without  reasonable  belief  that your  action or  omission  was in the best
interest of the  Corporation.  Notwithstanding  the foregoing,  you shall not be
deemed to have been  terminated for Cause unless and until there shall have been
delivered to you a copy of a resolution duly adopted by the affirmative  vote of
not less than  three-quarters of the entire membership of the Board at a meeting
of the Board called and held for such purpose  (after  reasonable  notice to you
and an opportunity for you,  together with your counsel,  to be heard before the
Board),  finding that in the good faith  opinion of the Board you were guilty of
conduct  set forth  above in clauses  (A) or (B) of the first  sentence  of this
Subsection and specifying the particulars thereof in detail.

         (iii) GOOD REASON.  You shall be entitled to terminate your  employment
for Good  Reason.  For purposes of this  Agreement,  "Good  Reason"  shall mean,
without your express written  consent,  the occurrence after a change in control
of the Corporation of any of the following  circumstances unless, in the case of
paragraphs  (A), (E), (F), (G) or (H), such  circumstances  are fully  corrected
prior to the Date of Termination specified in the Notice of Termination, as such
terms are defined in Subsections 3(v) and 3(iv) hereof,  respectively,  given in
respect thereof:

               (A) the  assignment to you of any duties  inconsistent  with your
          current  status as an executive of the  Corporation  or a  substantial
          adverse  alteration  in the nature or status of your  responsibilities
          from those in effect immediately prior to the change in control of the
          Corporation;

               (B) a reduction by the  Corporation in your annual base salary as
          in effect on the date hereof or as the same may be increased from time
          to time,  except for  across-the  board  salary  reductions  similarly
          affecting  all senior  executives  of the  Corporation  and all senior
          executives of any person in control of the Corporation;

               (C) your  relocation  to a  location  not within 25 miles of your
          present  office or job  location,  except for  required  travel on the
          Corporation's business to an extent substantially consistent with your
          present business travel obligations;

               (D) the failure by the Corporation,  without your consent, to pay
          to you any portion of your current compensation,  or to pay to you any
          portion of an installment of deferred  compensation under any deferred
          compensation program of the Corporation, within seven days of the date
          such compensation is due;

               (E) the  failure by the  Corporation  to  continue  in effect any
          bonus to which you were entitled,  or any  compensation  plan in which
          you  participated  immediately  prior to the  change in control of the
          Corporation  which is material to your total  compensation,  including
          but not limited to the  Corporation's  (i) Executive  Annual Incentive
          Plan  or  other  annual  incentive  compensation  plan  ("AIP");  (ii)
          Performance Equity Plan or other long-term incentive compensation plan
          ("PEP");  (iii) stock option plans; (iv) retirement and savings plans;
          and  (v)  Supplemental  Executive  Retirement  Plan  ("SERP");  or any
          substitute plan or plans adopted prior to the change in control of the
          Corporation, unless  an equitable arrangement (embodied  in an ongoing
          substitute or alternative plan) has  been  made with  respect  to such
          plan and such equitable arrangement provides substantially  equivalent
          benefits  not  materially  less favorable to you (both in terms of the

<PAGE>

          amount  of  benefits provided  and the  level  of  your  participation
          relative to other participants),  or the failure by the Corporation to
          continue  your  participation   therein  (or  in  such  substitute  or
          alternative  plan) on a basis not materially less  favorable  (both in
          terms  of the  amount  of  benefits  provided and  the  level  of your
          participation relative  to other participants) as existed at  the time
          of the change in control of the Corporation;

               (F) the  failure by the  Corporation  to  continue to provide you
          with benefits  substantially similar to those enjoyed by you under any
          of the  Corporation's  life  insurance,  medical,  dental,  health and
          accident,  or disability plans in which you were  participating at the
          time of the  change in  control  of the  Corporation,  the  failure to
          continue to provide you with a Corporation  automobile or allowance in
          lieu  thereof,  if you  were  provided  with  such  an  automobile  or
          allowance  in lieu thereof at the time of the change in control of the
          Corporation,  the taking of any action by the Corporation  which would
          directly  or  indirectly  materially  reduce any of such  benefits  or
          deprive you of any material  fringe benefit enjoyed by you at the time
          of the  change in control of the  Corporation,  or the  failure by the
          Corporation  to provide you with the number of paid  vacation  days to
          which  you are  entitled  on the  basis of years of  service  with the
          Corporation  in  accordance  with the  Corporation's  normal  vacation
          policy  in  effect  at  the  time  of the  change  in  control  of the
          Corporation;

               (G) the  failure  of the  Corporation  to  obtain a  satisfactory
          agreement  from any  successor  to assume  and agree to  perform  this
          Agreement, as contemplated in Section 5 hereof; or

               (H) any purported  termination  of your  employment  which is not
          effected   pursuant  to  a  Notice  of   Termination   satisfying  the
          requirements  of  Subsection  3(iv) hereof (and,  if  applicable,  the
          requirements  of  Subsection  3(ii)  hereof);  for  purposes  of  this
          Agreement, no such purported termination shall be effective.

Your rights to terminate your employment  pursuant to this Subsection  shall not
be affected by your incapacity due to physical or mental illness. Your continued
employment  shall not constitute  consent to, or a waiver of rights with respect
to, any circumstance constituting Good Reason hereunder.

         (iv)  NOTICE  OF  TERMINATION.   Any  purported   termination  of  your
employment by the  Corporation or by you shall be communicated by written Notice
of  Termination  to the other party hereto in accordance  with Section 6 hereof.
For purposes of this Agreement,  a "Notice of  Termination"  shall mean a notice
which shall indicate the specific termination provision in this Agreement relied
upon and shall  set  forth in  reasonable  detail  the  facts and  circumstances
claimed  to  provide  a basis  for  termination  of your  employment  under  the
provision so indicated.

         (v) DATE OF TERMINATION,  ETC. "Date of Termination"  shall mean (A) if
your  employment  is  terminated  for  Disability,   30  days  after  Notice  of
Termination is given (provided that you shall not have returned to the full-time
performance  of  your  duties  during  such  30-day  period),  and  (B) if  your
employment is terminated  pursuant to Subsections  3(ii) or 3(iii) hereof or for
any other reason (other than  Disability),  the date  specified in the Notice of
Termination  (which,  in the case of a termination  pursuant to Subsection 3(ii)
hereof shall not be less than 30 days, and in the case of a termination pursuant
to  Subsection  3(iii)  hereof  shall not be less than 15 nor more than 60 days,
respectively,  from the date such Notice of Termination is given); provided that
if within 15 days after any Notice of Termination is given, or, if later,  prior
to the Date of Termination (as determined  without regard to this proviso),  the
party  receiving  such  Notice of  Termination  notifies  the other party that a
<PAGE>

dispute exists concerning the termination, the  Date of Termination shall be the
date on which the  dispute  is  finally  determined,  either  by mutual  written
agreement  of  the  parties,  by a  binding  arbitration  award,  or by a  final
judgment,  order or decree of a court of  competent  jurisdiction  (which is not
appealable  or with respect to which the time for appeal  therefrom  has expired
and no appeal has been perfected); provided further that the Date of Termination
shall be  extended  by a notice of dispute  only if such notice is given in good
faith and the party giving such notice  pursues the  resolution  of such dispute
with reasonable diligence. Notwithstanding the pendency of any such dispute, the
Corporation  will continue to pay you your full  compensation in effect when the
notice giving rise to the dispute was given (including, but not limited to, base
salary) and  continue  you as a  participant  in all  compensation,  benefit and
insurance plans in which you were  participating  when the notice giving rise to
the dispute was given,  until the dispute is finally resolved in accordance with
this Subsection. Amounts paid under this Subsection are in addition to all other
amounts due under this  Agreement and shall not be offset  against or reduce any
other amounts due under this Agreement.

     4. COMPENSATION UPON TERMINATION OR DURING  DISABILITY.  Following a change
in control of the Corporation,  as defined by Section 2 hereof, upon termination
of your employment or during a period of Disability you shall be entitled to the
following benefits:

         (i) During any period that you fail to perform  your  full-time  duties
with the  Corporation  as a result  of  incapacity  due to  physical  or  mental
illness, you shall continue to receive your base salary at the rate in effect at
the  commencement  of any such period,  together with all amounts payable to you
under any compensation  plan of the Corporation  during such period,  until this
Agreement is terminated  pursuant to Subsection 3(i) hereof.  Thereafter,  or in
the event your employment  shall be terminated by you other than for Good Reason
or by  reason  of your  death,  your  benefits  shall be  determined  under  the
Corporation's  retirement,  insurance  and other  compensation  programs then in
effect in accordance with the terms of such programs.

         (ii) If your  employment  shall be  terminated by the  Corporation  for
Cause,  Disability  or  death,  or by  you  other  than  for  Good  Reason,  the
Corporation  shall pay you your full base salary through the Date of Termination
at the rate in effect at the time Notice of Termination is given, plus all other
amounts to which you are  entitled  under any  retirement,  insurance  and other
compensation  programs of the Corporation at the time such payments are due, and
the Corporation shall have no further obligations to you under this Agreement.

         (iii) If your employment by the Corporation  shall be terminated (a) by
the Corporation other than for Cause, Disability or death or (b) by you for Good
Reason, then you shall be entitled to the benefits provided below:

               (A) The  Corporation  shall pay you your full base salary through
          the Date of  Termination  at the rate in effect at the time  Notice of
          Termination is given, plus all other amounts to which you are entitled
          under  any  compensation  plan of the  Corporation,  at the time  such
          payments are due, except as otherwise provided below.

               (B) In lieu of any  further  salary  payments  to you for periods
          subsequent to the Date of Termination,  the  Corporation  shall pay as
          severance pay to you a lump sum severance  payment  (together with the
          payments provided in paragraphs (C) and (D) of this Subsection 4(iii),
          the  "Severance  Payments")  equal to three  times the sum of your (a)
          annual base salary in effect  immediately  prior to the  occurrence of
          the  circumstance  giving rise to the Notice of  Termination  given in
          respect thereof, and (b) AIP Maximum Payment for the year in which the
          Date of Termination  occurs. AIP Maximum Payment shall mean the higher
          of (1) the award you would be  entitled  to receive  for 1998 based on
          the maximum  payout  factor for the AIP or (2) any  greater  award you
          would be entitled to receive for any  subsequent  year  (including the
          year in which your  employment  is  terminated)  based on the  maximum
<PAGE>

          payout factor for the AIP for such subsequent  year. The provisions of
          this Section  4(iii)(B)  shall not in any way affect your rights under
          the Corporation's stock option plans or the PEP.

               (C) In lieu of  shares of common  stock of the  Corporation  (the
          "Shares")  issuable  upon  exercise of  outstanding  options,  if any,
          granted to you under the Corporation's stock option plans ("Options"),
          which  Options (and any related  limited  stock  appreciation  rights)
          shall be cancelled  upon the making of the payment  referred to below,
          you shall  receive an amount in cash  equal to the  product of (i) the
          excess of the higher of the closing price of the Shares as reported on
          the NYSE on or nearest to the Date of  Termination  (or, if not listed
          on the NYSE, on a nationally  recognized  exchange or quotation system
          on which trading volume in the Shares is highest), and the highest per
          share price for the Shares actually paid in connection with any change
          in control of the  Corporation,  over the per share  exercise price of
          each Option held by you (whether or not then fully  exercisable)  plus
          the amount, if any, of any applicable cash appreciation  rights, times
          (ii) the number of the Shares covered by each such Option.

               (D) The  Corporation  shall pay to you any deferred  compensation
          allocated  or  credited  to you or  your  account  as of the  Date  of
          Termination.

               (E) The  Corporation  shall  also pay to you all  legal  fees and
          expenses  incurred by you as a result of such  termination  (including
          all  such  fees  and  expenses,  if any,  incurred  in  contesting  or
          disputing any such  termination or in seeking to obtain or enforce any
          right or benefit  provided by this Agreement or in connection with any
          tax audit or proceeding to the extent  attributable to the application
          of  Section  4999  of the  Code to any  payment  or  benefit  provided
          hereunder).

               (F) If the payments  provided under  paragraphs  (B), (C) and (D)
          above  (the  "Contract  Payments")  or any other  portion of the Total
          Payments  (as  defined  below)  will be subject to the tax  imposed by
          Section 4999 of the Code (the "Excise Tax"), the Corporation shall pay
          to you at the time  specified in paragraph  (G) below,  an  additional
          amount (the "Gross-Up  Payment") such that the net amount  retained by
          you,  after  deduction of any Excise Tax on the Contract  Payments and
          such other Total  Payments  and any federal and state and local income
          tax and Excise Tax upon the payment  provided  for by this  paragraph,
          shall be equal to the Contract Payments and such other Total Payments.
          For  purposes  of  determining  whether  any of the  payments  will be
          subject to the Excise Tax and the amount of such Excise  Tax,  (i) any
          other  payments  or  benefits  received  or to be  received  by you in
          connection  with a  change  in  control  of the  Corporation  or  your
          termination of employment  (whether  payable  pursuant to the terms of
          this  Agreement or any other plan,  arrangement  or agreement with the
          Corporation,  its  successors,  any person whose  actions  result in a
          change in control of the Corporation or any corporation affiliated (or
          which, as a result of the completion of a transaction causing a change
          in  control  of the  Corporation,  will  become  affiliated)  with the
          Corporation  within the meaning of Section 1504 of the Code) (together
          with the Contract Payments,  the "Total Payments") shall be treated as
          "parachute  payments" within the meaning of Section  280G(b)(2) of the
          Code,  and all  "excess  parachute  payments"  within  the  meaning of
          Section  280G(b)(1)  shall be treated  as  subject to the Excise  Tax,
          unless in the  opinion of tax counsel  selected  by the  Corporation's
          independent  auditors  and  acceptable  to you the Total  Payments (in
          whole or in part) do not constitute parachute payments, or such excess
<PAGE>

          parachute  payments  (in  whole  or  in  part)  represent   reasonable
          compensation  for  services  actually  rendered  within the meaning of
          Section 280G(b)(4)(B) of the Code either to the extent such reasonable
          compensation  is in excess of the base  amount  within the  meaning of
          Section  280G(b)(3)  of the Code,  or are otherwise not subject to the
          Excise  Tax,  (ii) the  amount of the  Total  Payments  that  shall be
          treated  as  subject to the Excise Tax shall be equal to the lesser of
          (A) the total amount of the Total Payments or (B) the amount of excess
          parachute  payments  within the meaning of Section  280G(b)(1)  (after
          applying  clause  (i),  above),  and (iii)  the value of any  non-cash
          benefits or any deferred  payment or benefit shall be as determined by
          the  Corporation's   independent   auditors  in  accordance  with  the
          principles of Sections 280G(d)(3) and (4) of the Code. For purposes of
          determining the amount of the Gross-Up Payment, you shall be deemed to
          pay  federal  income  taxes at the  highest  marginal  rate of federal
          income taxation in the calendar year in which the Gross-Up  Payment is
          to be made and state and local  income  taxes at the highest  marginal
          rate of taxation in the state and  locality of your  residence  on the
          Date of  Termination,  net of the maximum  reduction in federal income
          taxes which could be obtained  from  deduction of such state and local
          taxes. In the event that the Excise Tax is subsequently  determined to
          be less than the amount  taken into  account  hereunder at the time of
          termination of your employment,  you shall repay to the Corporation at
          the time that the  amount of such  reduction  in Excise Tax is finally
          determined the portion of the Gross-Up  Payment  attributable  to such
          reduction  (plus the portion of the Gross-Up  Payment  attributable to
          the Excise Tax and federal  and state and local  income tax imposed on
          the Gross-Up Payment being repaid by you if such repayment  results in
          a reduction  in Excise Tax and/or a federal and state and local income
          tax  deduction)  plus interest on the amount of such  repayment at the
          rate  provided in Section  1274(d) of the Code.  In the event that the
          Excise  Tax is  determined  to exceed the  amount  taken into  account
          hereunder at the time of the termination of your employment (including
          by reason of any payment the  existence  or amount of which  cannot be
          determined at the time of the Gross-Up Payment), the Corporation shall
          make an  additional  Gross-Up  Payment in respect of such excess (plus
          any interest payable with respect to such excess) at the time that the
          amount of such excess is finally determined.

               (G) The payments provided for in paragraphs (B), (C), (D) and (F)
          above,  shall be made not later than the fifth day  following the Date
          of  Termination,  provided,  however,  that  if the  amounts  of  such
          payments  cannot be  finally  determined  on or before  such day,  the
          Corporation shall pay to you on such day an estimate, as determined in
          good faith by the Corporation,  of the minimum amount of such payments
          and shall pay the remainder of such payments  (together  with interest
          at a rate equal to 120% of the rate provided in Section 1274(d) of the
          Code) as soon as the amount  thereof can be determined but in no event
          later than the  thirtieth  day after the Date of  Termination.  In the
          event that the amount of the  estimated  payments  exceeds  the amount
          subsequently determined to have been due, such excess shall constitute
          a loan by the Corporation to you payable on the fifth day after demand
          by the Corporation  (together with interest at a rate equal to 120% of
          the rate  provided  in  Section  1274(d) of the  Code).  The  payments
          provided for in  paragraph  (E) above shall be made from time to time,
          in each  instance  not later  than the fifth day  following  a written
          request for payment by you.

         (iv) If your  employment  shall be  terminated  (A) by the  Corporation
other than for Cause,  Disability  or death or (B) by you for Good Reason,  then
for a 36-month period after such  termination,  the Corporation shall arrange to
provide  you  with  life,  disability,  accident,  medical,  dental  and  health
insurance  benefits  substantially  similar  to  those  that  you are  receiving
immediately prior to the Notice of Termination. Benefits otherwise receivable by
you pursuant to this  Subsection 4(iv) shall be reduced to the extent comparable

<PAGE>

benefits are actually  received by you from another employer during the 36-month
period following your  termination,  and any such benefits  actually received by
you shall be reported to the Corporation.

         (v) You shall not be  required  to  mitigate  the amount of any payment
provided for in this Section 4 by seeking other  employment  or  otherwise,  nor
shall the amount of any  payment or benefit  provided  for in this  Section 4 be
reduced by any compensation earned by you as the result of employment by another
employer,  by retirement  benefits,  by offset  against any amount claimed to be
owed by you to the Corporation,  or otherwise except as specifically provided in
this Section 4.

         (vi) In addition to all other amounts payable to you under this Section
4, you shall be entitled to receive all benefits  payable to you under The Black
& Decker Executive Salary  Continuance  Plan, the SERP, or any plan or agreement
sponsored by the Corporation or any of its  subsidiaries  relating to retirement
benefits.

     5. SUCCESSORS; BINDING AGREEMENT.
         (i) The  Corporation  will  require any  successor  (whether  direct or
indirect,  by purchase,  merger, share exchange,  consolidation or otherwise) to
all or  substantially  all of the business  and/or assets of the  Corporation to
assume  expressly and agree to perform this  Agreement in the same manner and to
the same extent that the Corporation  would be required to perform it if no such
succession had taken place. Failure of the Corporation to obtain such assumption
and  agreement  prior to the  effectiveness  of any such  succession  shall be a
breach  of this  Agreement  and  shall  entitle  you to  compensation  from  the
Corporation in the same amount and on the same terms as you would be entitled to
hereunder if you terminate your employment for Good Reason following a change in
control  of the  Corporation,  except  that for  purposes  of  implementing  the
foregoing,  the date on which any such  succession  becomes  effective  shall be
deemed the Date of Termination.  As used in this Agreement,  "Corporation" shall
mean the Corporation as  hereinbefore  defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.

         (ii) This Agreement shall inure to the benefit of and be enforceable by
your  personal  or  legal  representatives,  executors,  administrators,  heirs,
distributees,  and  legatees.  If you should die while any amount would still be
payable to you hereunder if you had continued to live, all such amounts,  unless
otherwise  provided  herein,  shall be paid in accordance with the terms of this
Agreement to your legatee or other designee or, if there is no such designee, to
your estate.

         (iii) In  the  event  that  you are  employed  by a  subsidiary  of the
Corporation,  wherever in this Agreement reference is made to the "Corporation,"
unless the context  otherwise  requires,  such reference shall also include such
subsidiary.  The Corporation  shall cause such subsidiary to carry out the terms
of this Agreement insofar as they relate to the employment  relationship between
you and such  subsidiary,  and the Corporation  shall indemnify you and save you
harmless  from  and  against  all  liability  and  damage  you may  suffer  as a
consequence  of such  subsidiary's  failure to perform and carry out such terms.
Wherever  reference  is made to any  benefit  program of the  Corporation,  such
reference shall include, where appropriate, the corresponding benefit program of
such  subsidiary if you were a participant in such benefit program on the date a
change in control of the Corporation has occurred.

     6.  NOTICE.  For the  purpose  of this  Agreement,  notices  and all  other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
registered mail,  return receipt  requested,  postage prepaid,  addressed to the
respective  addresses  set forth on the first page of this  Agreement,  provided
that  all notices to  the Corporation  shall be directed to the attention of the

<PAGE>

Board with a copy to the Secretary of the Corporation,  or to such other address
as  either  party  may have  furnished  to the other in  writing  in  accordance
herewith,  except that notice of change of address shall be effective  only upon
receipt.

     7. MISCELLANEOUS. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by you and such  officer  as may be  specifically  designated  by the
Board.  No waiver by either  party hereto at any time of any breach by the other
party  hereto  of, or  compliance  with,  any  condition  or  provision  of this
Agreement  to be  performed  by such  other  party  shall be  deemed a waiver of
similar or  dissimilar  provisions  or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party  which  are not  expressly  set  forth in this  Agreement.  The  validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Maryland. All references to sections of the Exchange
Act or the Code shall be deemed  also to refer to any  successor  provisions  to
such  sections.  Any payments  provided for  hereunder  shall be paid net of any
applicable   withholding  required  under  federal,  state  or  local  law.  The
obligations  of the  Corporation  under  Section  4  hereof  shall  survive  the
expiration of the term of this Agreement.

     8.  VALIDITY.  The invalidity or  unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

     9.  COUNTERPARTS.  This Agreement may be executed in several  counterparts,
each of which shall be deemed to be an original but all of which  together  will
constitute one and the same instrument.

     10. ARBITRATION.  Any dispute or controversy arising under or in connection
with this Agreement shall be settled  exclusively by arbitration in the State of
Maryland,  in accordance with the Commercial  Arbitration  Rules of the American
Arbitration  Association  then  in  effect.  Judgment  may  be  entered  on  the
arbitrator's award in any court having jurisdiction; provided, however, that you
shall be entitled to seek  specific  performance  of your right to be paid until
the Date of  Termination  during the  pendency  of any  dispute  or  controversy
arising under or in connection with this Agreement.

     If this  letter sets forth our  agreement  on the  subject  matter  hereof,
kindly sign and return to the Corporation the enclosed copy of this letter which
will then constitute our agreement on this subject.

                                                  Sincerely,

                                                  THE BLACK & DECKER CORPORATION


                                                   By/s/NOLAN D. ARCHIBALD
                                                   ---------------------------
                                                   Nolan D. Archibald
                                                   Chairman, President and
                                                   Chief Executive Officer


Agreed to as of the 12th
day of February 1998


/s/FREDERIK B. VAN DEN BERGH
--------------------------------
Frederik B. van den Bergh