Exhibit 10(w)
The Black & Decker Corporation
701 East Joppa Road
Towson, Maryland 21286
410-716-3900

BLACK & DECKER LOGO
                                                     October 25, 1995




Mr. Nolan D. Archibald
9017 Brickyard Road
Potomac, Maryland  20854

Dear Nolan:

         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


Mr. Nolan D. Archibald
October 25, 1995
Page 2



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.

          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 l4A 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



Mr. Nolan D. Archibald
October 25, 1995
Page 3



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,  Disability or  Retirement,  (B) by the  Corporation  for
Cause, or (C) by you other than for Good Reason.

                         (i)        Disability; Retirement.  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."   Termination  by  the
Corporation  or  you  of  your  employment  based  on  "Retirement"  shall  mean
retirement from active employment with the right to receive an immediate pension
benefit under the applicable  pension plan of the Corporation in accordance with
the  Corporation's  retirement  policy in  effect  at the time of the  change in
control of the Corporation.

                        (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 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




Mr. Nolan D. Archibald
October 25, 1995
Page 4



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 status as Chairman,  President and Chief Executive Officer 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,  it being understood that
         for the  purpose  of this  Agreement,  "Chairman,  President  and Chief
         Executive Officer of the Corporation" shall mean that after a change in
         control  of  the  Corporation  has  occurred,  you  are  the  Chairman,
         President and Chief Executive Officer of (1) the Corporation,  if it is
         the surviving  entity in any merger,  share  exchange,  acquisition  or
         other  business  combination  with the  Corporation,  (2) the successor
         entity to the Corporation in any merger, share exchange, consolidation,
         acquisition or other business combination with the Corporation,  or (3)
         any entity that beneficially owns a majority of the voting stock of the
         Corporation, provided that in all of the foregoing cases such entity is
         a publicly held corporation that (a) on a consolidated  basis has a net
         worth equal to or greater than the Corporation  immediately  before the
         change in control of the Corporation,  (b) has an independent  board of
         directors,  and (c) no person or business  organization,  or affiliated
         group of persons or business  organizations,  owns or  controls  20% or
         more of the voting stock of such 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;






Mr. Nolan D. Archibald
October 25, 1995
Page 5



                           (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) Annual Incentive Plan ("AIP")
         or other annual incentive  compensation  plan; (ii) Performance  Equity
         Plan ("PEP") or other  long-term  incentive  compensation  plan;  (iii)
         stock option plans; (iv) retirement  plans; (v) Supplemental  Executive
         Retirement  Plan  ("SERP");  and (vi) Executive  Deferred  Compensation
         Plan;  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 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





Mr. Nolan D. Archibald
October 25, 1995
Page 6



         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 l5 nor
more than 60 days,  respectively,  from the date such Notice of  Termination  is
given);  provided  that if within l5 days  after any  Notice of  Termination  is
given,  or, if later,  prior to the Date of Termination  (as determined  without
regard to this proviso),





Mr. Nolan D. Archibald
October 25, 1995
Page 7



the party  receiving such Notice of Termination  notifies the other party that a
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 the
Corporation or by you for Retirement,  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, death or Retirement, 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  compensation
plan of the Corporation at the time such payments are due, and the





Mr. Nolan D. Archibald
October 25, 1995
Page 8



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,  death or
Retirement  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 paragraph (C) 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 1995  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 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) The  Corporation  shall  pay to you any  deferred
         compensation, including but not limited to deferred bonuses and amounts
         deferred under the Executive Deferred  Compensation Plan,  allocated or
         credited to you or your account as of the Date of Termination.

                           (D) 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).

                           (E) If the payments provided under paragraphs (B) and
         (C) above (the  "Contract  Payments") or any other portion of the Total
         Payments (as defined below) will be subject to





Mr. Nolan D. Archibald
October 25, 1995
Page 9



         the tax imposed by Section  4999 of the Code (the  "Excise  Tax"),  the
         Corporation  shall pay to you at the time  specified in  paragraph  (F)
         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  Payment  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
         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  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





Mr. Nolan D. Archibald
October 25, 1995
Page 10



         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.

                           (F) The payments  provided for in paragraphs (B), (C)
         and (E) 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 (D) 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,  death or Retirement 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  benefits  are  actually  received by you from another
employer during the 36-





Mr. Nolan D. Archibald
October 25, 1995
Page 11



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





Mr. Nolan D. Archibald
October 25, 1995
Page 12



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
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.  This  Agreement  amends and restates the agreement
between the parties dated  October 18, 1990. 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.






Mr. Nolan D. Archibald
October 25, 1995
Page 13


          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 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/ LAWRENCE R. pUGH
                                         Lawrence R. Pugh
                                         Chairman
                                         Organization Committee




Agreed to this 20TH day of
November 1995


/s/ NOLAN D. ARCHIBALD
Nolan D. Archibald