Exhibit 10(q)

                              THE BLACK & DECKER
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                  INTRODUCTION


         The Black & Decker  Supplemental  Executive  Retirement  Plan  provides
certain supplemental retirement benefits for selected executive employees of The
Black & Decker  Corporation and its subsidiaries  and affiliates.  This document
amends The Black & Decker  Supplemental  Executive  Retirement Plan,  originally
effective  on January 1, 1984 and as amended and restated  effective  January 1,
1993,  by restating  the Plan in its  entirety.  The Plan is intended to provide
supplemental  retirement  benefits primarily for a select group of management or
highly paid executive  employees.  The employees  eligible for the Plan are only
those  executive  employees  selected  by  the  Organization  Committee  of  the
Corporation.

SECTION 1 - Definitions

         Each of the following  terms,  when used in this Plan,  has the meaning
indicated below, unless a different meaning is plainly implied by the context:

         "Actual Retirement Date" means the date that a Participant's employment
by Black & Decker terminates on or after the Participant's Early Retirement Date
or Normal Retirement Date, as the case may be, whether due to retirement, death,
resignation  or  dismissal  or,  in the  case of a  Protected  Participant,  the
Protected  Participant's 55th birthday, if later than the date of termination of
his or her employment with Black & Decker. If, however,  a Participant's  active
employment  with  Black  &  Decker  ceases  prior  to the  Participant's  Normal
Retirement  Date due to Disability,  the  Participant's  Actual  Retirement Date
shall mean the  Participant's  Normal  Retirement  Date,  unless the Participant
elects, with the Committee's  approval, to receive benefits under this Plan at a
date preceding the  Participant's  Normal  Retirement Date (but not earlier than
the  Participant's  Early  Retirement  Date),  in which  case  the date  benefit
payments under this Plan begin will be the Participant's Actual Retirement Date.

         "Actuarial  Adjustment" means a reduction to the Participant's benefits
under  this  Plan  that  is  the  Actuarial  Equivalent  of any  portion  of the
Participant's  Social Security  Benefits and Other Retirement  Benefits that the
Participant  could have received as retirement or disability  income at the same
time the  Participant  was  receiving  benefits  under  this  Plan  (and  which,
therefore,  would have reduced the  Participant's  benefits under this Plan) if,
solely because of the  Participant's  election of an alternative form of payment
under the  plan,  program,  arrangement  or  agreement  providing  those  Social
Security Benefits or Other Retirement Benefits,  no reduction would otherwise be
made to the  Participant's  benefits under this Plan with respect to the portion
of those Social Security Benefits or Other Retirement  Benefits that was subject
to that election by the Participant.  However, no Actuarial  Adjustment is to be
made by reason of the  Participant's  election  to  provide  benefits  after the
Participant's  death for the  Participant's  spouse  under  the  plan,  program,
arrangement or agreement  providing Social Security Benefits or Other Retirement
Benefits.  Whether an Actuarial Adjustment is appropriate and the amount of that
Adjustment to the Participant's benefit is to be determined by the Committee, in
its sole discretion,  but based on the Actuarial Assumptions in effect when that
Actuarial Adjustment first applies.

         "Actuarial Assumptions" means generally, the actuarial assumptions used
in  calculating  benefits  under the Black & Decker  Pension Plan, or such other
interest and  mortality  rates and other  pertinent  actuarial  assumptions  and
methods  as may be  adopted  by the  Committee  from  time to time,  in its sole
discretion, for use in determining benefits under this Plan.

         "Actuarial Equivalent" means a benefit having the same actuarial value,
based on the Actuarial Assumptions  applicable at the time actuarial equivalency
is to be determined.

         "Black & Decker" means the Corporation,  Black & Decker (U.S) Inc., 
Black & Decker Inc. and all of their subsidiaries and affiliates,  both 
collectively and individually.

         "Board" means the Corporation's Board of Directors.

         "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 (not  including any period prior to
the Effective Date),  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 definition)  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.

         "Committee" means The Black & Decker Corporation Pension Management 
Committee.

         "Committee Secretary" means the Secretary of the Committee.

         "Corporation" means The Black & Decker Corporation, a Maryland 
corporation.

         "Credited Service" means all periods during which an Employee qualifies
as an  employee  of Black &  Decker,  including  all  periods  during  which the
Employee is absent on leave  authorized  by Black & Decker,  and  including  all
periods for which the Employee receives Benefit Service Credit under the Black &
Decker Pension Plan.  Subject to the foregoing,  unless otherwise  determined by
the Committee in its sole discretion, Credited Service under this Plan shall not
include any period of  employment  with any company  during any period when that
company was not a subsidiary or affiliate of the  Corporation.  Credited Service
also includes all periods of Disability beginning while the Employee is employed
by Black & Decker and continuing as long as the Disability  continues.  Credited
Service  is to be  measured  on the basis of one  month's  credit  for each full
calendar month in any Credited Service period;  no partial credit is to be given
for partial  calendar  months of  Credited  Service.  Twelve  months of Credited
Service is  equivalent  to one year of  Credited  Service,  whether or not those
months were consecutive.  No loss of Credited Service will occur by reason of an
interruption  in an  Employee's  period of Credited  Service,  regardless of the
length of that interruption.

         "Disability"  means an illness or injury which would cause the Employee
to be  disabled  under the terms of The Black & Decker  Disability  Plan or that
totally  prevents the Employee from  satisfactorily  performing  the  Employee's
usual  duties  with Black & Decker,  as  determined  by the  Committee  based on
professional  medical  advice.  The Committee may require the Employee to submit
from time to time to medical  examinations by physicians selected or approved by
the Committee to establish the  Disability  or its  continuation,  provided that
those  examinations may not be required more frequently than once each year. The
Employee's  refusal to submit to any  examination  reasonably  requested  by the
Committee  under  this  Section is grounds  for the  Committee  to find that the
Employee's Disability no longer exists.

         "Early  Retirement  Date"  means the first  day of the  calendar  month
coincident  with or next following the date upon which the  Participant has both
attained age 55 and completed 5 years of Credited  Service;  provided,  however,
that, in the case of a Protected Participant, the Early Retirement Date shall be
the  first day of the  calendar  month  coincident  with or next  following  the
Protected Participant's 55th birthday.

         "Effective  Date"  means  August 1, 1995,  the  effective  date of this
amended and restated Plan. The Prior Plan was originally effective as of January
1, 1984 and amended and restated effective as of January 1, 1993.

         "Employee"  means any person  rendering  personal  services  to Black &
Decker as an employee.

         "Final   Average  Pay"  means  the  average   monthly   amount  of  the
Participant's Pay for the 3 consecutive years in which the Participant's Pay was
the  highest  out of the  5-year  period  ending  on the date the  Participant's
employment with Black & Decker terminates;  provided, however, that, in the case
of a Protected  Participant,  the Protected  Participant's  "Final  Average Pay"
shall be based on the 3 consecutive  years in which the Protected  Participant's
Pay was the highest out of the 5-year  period ending on the date that the Change
in Control of the Corporation  occurred, if this produces a higher Final Average
Pay.

         "Normal  Retirement  Date"  means the first day of the  calendar  month
coincident  with or next following the date upon which the  Participant has both
attained age 60 and completed 5 years of Credited  Service;  provided,  however,
that, in the case of a Protected  Participant,  the Normal Retirement Date shall
be the first day of the calendar  month  coincident  with or next  following the
Participant's 60th birthday.

         "Other  Retirement  Benefits"  means any  retirement or any  disability
income  benefits,  and  any  severance  pay,  salary  continuance,  notice  pay,
termination  indemnity,   unemployment  compensation,  or  the  like,  that  the
Participant  is  entitled to receive  under any plan,  program,  arrangement  or
agreement  provided,  maintained or funded,  in part or in whole,  by any of the
Participant's  employers (whether or not affiliated with Black & Decker) except:
(a)  any  Social  Security  Benefit;  (b) any  portion  of  that  retirement  or
disability  income which is  attributable  to the  Participant's  contributions,
including  contributions made by the Participant's employer pursuant to a salary
reduction  agreement  with the  Participant  (such as under  The  Black & Decker
Executive  Deferred  Compensation  Plan  or  The  Black  &  Decker  Supplemental
Retirement Savings Plan); (c) any death benefits under a life insurance contract
with a life insurance  company;  (d) any defined  contribution  pension,  profit
sharing or stock bonus plan, unless that plan is intended to provide the primary
source of retirement income (in addition to Social Security  Benefits) funded by
Black & Decker for the employees at any location  covered by that plan;  (e) any
"parachute  payments" within the meaning of Section 280G of the Internal Revenue
Code of 1986 made by reason of a Change in Control of the  Corporation  pursuant
to an individual  golden parachute  agreement in writing between the Participant
and the  Corporation;  and (f) any  amounts  paid  under an  individual  written
agreement between the Participant and the Corporation which agreement  expressly
refers to this Plan and  provides  that  those  amounts  shall  not  reduce  the
benefits  under this  Plan.  In  determining  the Death  Benefit  payable to the
Participant's  spouse under Section 6(b), the term "Other  Retirement  Benefits"
means any benefit payable to the spouse under any plan, program,  arrangement or
agreement  that  provided or would have provided to the  Participant  severance,
retirement or disability  benefits that constituted "Other Retirement  Benefits"
as described in the preceding sentence,  but excluding the following payments to
the spouse: (a)  any  Social  Security  Benefit;   (b)  any  benefit   
attributable  to  the Participant's  contributions  (including contributions 
made by the Participant's employer pursuant to a salary reduction agreement with
the Participant); (c) any death benefits (including accelerated death  benefits)
under a life insurance contract with a life insurance company;  and  (d)  any  
defined contribution pension, profit sharing or stock bonus  plan,  unless that 
plan is intended to provide the primary source of retirement income (in addition
to Social Security Benefits) funded by Black & Decker for the employees at any 
location covered by that plan.  Without limiting the generality of the 
foregoing, the term "Other Retirement Benefits" includes benefits payable to a 
Participant under any plan, program, arrangement  or agreement  provided or  
maintained at any time by any employer of the Participant  (whether or not  
affiliated with Black & Decker) which provides benefits in excess of any of the 
limitations imposed by the Internal Revenue Code  of  1986,  as  amended,  on  
benefits payable from a tax-advantaged or tax-qualified pension plan on 
compensation covered under a tax-advantaged  or  tax-qualified  pension  plan  
(such  as The  Black &  Decker Supplemental Pension Plan).

         "Participant"  means any Employee who  qualifies for  participation  in
this Plan, as more particularly described in Section 2.

         "Pay" means the actual  compensation paid during the relevant period by
Black & Decker to the Participant  for services as an Employee,  including basic
salary,  bonuses,  annual  incentive  awards,  any  amounts  contributed  to any
employee  benefit  plan  pursuant  to a salary or other  compensation  reduction
agreement with the Participant, and including, for the year of deferral, amounts
deferred by the Participant under any non-qualified  deferred  compensation plan
(such as The Black & Decker Executive  Deferred  Compensation  Plan); and salary
continuation  payments  during  sick  leave  (other  than  long-term  disability
benefits). The term "Pay" does not include any incentive awards or other amounts
paid pursuant to any  long-range  performance  compensation  plan,  amounts paid
pursuant  to The  Black &  Decker  Performance  Equity  Plan  or any  "parachute
payment" within the meaning of Section 280G of the Internal Revenue Code of 1986
made pursuant to a golden  parachute  agreement by reason of a Change in Control
of the  Corporation  or any non-cash  remuneration,  imputed  income  (including
income imputed under any group life insurance  program),  perquisites  and other
cash or non-cash fringe benefits, such as (but not limited to) reimbursements or
allowances for expenses (such as automobile, moving or relocation, country club,
tax preparation,  overseas housing, educational and similar expense allowances);
contributions  to or benefits under any employee pension or welfare benefit plan
or  payments  received  by  a  Participant  under  any  non-qualified   deferred
compensation  plan (such as The Black & Decker Executive  Deferred  Compensation
Plan or The  Black &  Decker  Supplemental  Retirement  Savings  Plan);  special
recognition  awards;  stock  bonuses,  income  attributable  to  discount  stock
purchases,  stock options or stock appreciation  rights;  income attributable to
the vesting of restricted  property;  benefits received under any severance plan
or program;  and allowances for or the provision of counseling or other personal
services (such as financial and tax counseling). For any period during which the
Participant  is  entitled  to Credited  Service by reason of a  Disability,  the
Participant's  Pay is deemed to  continue  during  that  Disability  period at a
monthly  rate equal to 1/12th of the  Participant's  basic  salary  (before  any
salary  reduction for  contributions  to any employee benefit plan pursuant to a
salary  reduction  agreement with the Participant) at the  Participant's  annual
salary rate in effect at the date that the Disability began plus all items other
than basic  salary and such  salary  reduction  contributions)  included  in the
Participant's  actual Pay during the 12-month period ending on the date that the
Disability began.

         "Plan" means this document  entitled  "The Black & Decker  Supplemental
Executive Retirement Plan", effective as of August 1, 1995, as it may be amended
from time to time.  This  document  completely  amends and  restates the Black &
Decker Supplemental  Executive  Retirement Plan as effective January 1, 1993 and
which is referred to in this Plan as the "Prior  Plan." To the extent any person
is receiving  benefits  hereunder prior to the Effective Date, such benefits and
the payment thereof shall be determined under the terms of the Prior Plan.

         "Protected  Participant"  means a Participant who is an Employee when a
Change in Control of the Corporation occurs.

         "Social  Security  Benefit" means the  retirement or disability  income
payments under any plan, program or arrangement which is sponsored,  mandated or
administered by any government and which provides or would provide retirement or
disability  income  to the  Participant  and to which  any of the  Participant's
employers (whether or not affiliated with Black & Decker) has made contributions
on the  Participant's  behalf.  In determining  the Death Benefit payable to the
Participant's  spouse under Section 6, the term "Social Security  Benefit" means
any  payment  to the  spouse  under  a  governmental  program  described  in the
preceding sentence and attributable to the Participant's employment.

SECTION 2 - Eligibility

         Any executive  employee may be selected for  participation in this Plan
by the Organization Committee of the Corporation and will automatically become a
Participant  on the date  designated by that  committee in its written notice to
the Employee of selection for  participation  under this Plan.  Any Employee who
was a Participant  in the Prior Plan  immediately  prior to the  Effective  Date
shall  continue  as a  Participant  hereunder  without  further  action  by  the
Organization Committee of the Corporation.

SECTION 3 - Normal Retirement Benefit

         Subject to Section 5, any  Participant  whose  employment  with Black &
Decker  terminates  at or after  the  Participant's  Normal  Retirement  Date is
entitled  to  receive  under  this  Plan a  monthly  benefit,  beginning  at the
Participant's  Actual Retirement Date and continuing for the Participant's life.
The amount of each monthly  benefit  payment under this Section 3 is to be equal
to 50% of his or her Final Average Pay less the sum of: (i) all Social  Security
Benefits and all Other  Retirement  Benefits  payable to the Participant  during
that month and (ii) the Actuarial  Adjustments for that month. In the event that
any  offsets to the  Participant's  benefit  under this Plan  exceed the monthly
benefit  payment under this Plan,  such excess shall be carried over and applied
against subsequent monthly benefit payments under this Plan until such excess is
exhausted.  The  offsets  to the  Participant's  benefits  under  this  Plan (as
described  in the  preceding  sentence)  are not to be  increased to reflect any
increase in the  Participant's  Social  Security  Benefits  or Other  Retirement
Benefits attributable to increases in the cost-of-living after his or her Actual
Retirement  Date and no benefit is payable to the  Participant in any month when
those offsets exceed 50% of the Participant's Final Average Pay.

SECTION 4 - Early Retirement Benefit

         Subject to Section 5, any  Participant  whose  employment  with Black &
Decker terminates at or after the Participant's Early Retirement Date or, in the
case of a Protected Participant, whose employment with Black & Decker terminates
at any time before his or her Normal  Retirement  Date (whether or not after his
or her Early  Retirement  Date) is entitled to receive under this Plan a monthly
benefit beginning on the first day of the calendar month after the Participant's
Actual Retirement Date and continuing for the Participant's  life. The amount of
each monthly  benefit payment under this Section 4 is to be equal to: (a) 50% of
the Participant's Final Average Pay, reduced by 1/3 of 1% for each full calendar
month  by  which  the   Participant's   Actual   Retirement  Date  precedes  the
Participant's Normal Retirement Date, less (b) the sum of: (i) the Participant's
Social  Security  Benefit  and all  Other  Retirement  Benefits  payable  to the
Participant during that month and (ii) the Actuarial  Adjustment for that month.
In the event  that any  offsets  to the  Participant's  benefit  under this Plan
exceed the monthly benefit payment under this Plan, such excess shall be carried
over and applied against  subsequent  monthly  benefit  payments under this Plan
until such excess is exhausted.  The offsets to the Participant's benefits under
this Plan (as  described in the  preceding  sentence) are not to be increased to
reflect any  increase in the  Participant's  Social  Security  Benefits or Other
Retirement  Benefits  attributable to increases in the cost-of-living  after the
Participant's   Actual  Retirement  Date  and  no  benefit  is  payable  to  the
Participant  in any month when  those  offsets  exceed 50% of the  Participant's
Final Average Pay,  reduced by 1/3 of 1% for each full  calendar  month by which
the  Participant's  Actual  Retirement  Date precedes the  Participant's  Normal
Retirement Date.

SECTION 5 - Benefit Reduction for Less than 10 Years' Service

         Notwithstanding anything to the contrary in this Plan, if a Participant
(other than a Protected  Participant) has less than 10 years of Credited Service
at the  Participant's  Actual  Retirement Date, the monthly benefit described in
Section 3 or 4, as appropriate, is to be multiplied by a fraction, the numerator
of  which  equals  the  Participant's   years  of  Credited  Service  (including
fractional  years)  and the  denominator  of which  equals  10  years.  For this
purpose,  months of Credited  Service  equal 1/12th of a year's  credit for each
full calendar month of Credited  Service.  This Section 5 shall not apply in the
case of a Protected Participant.

SECTION 6 - Death Benefits

         No benefits under this Plan are payable after the  Participant's  death
except as otherwise provided in this Section 6.

         (a)  Pre-Retirement Death Benefit.  No benefits under this Plan are 
payable after the Participant's death if the Participant dies before the 
Participant's Actual Retirement Date.

         (b)  Post-Retirement  Death Benefit.  If the Participant dies after the
Participant's  Actual  Retirement Date, the  Participant's  surviving spouse, if
any, is entitled to receive a monthly benefit  beginning on the first day of the
calendar  month  coincident  with  or  following  the  Participant's  death  and
continuing  for the spouse's life in the monthly amount equal to one-half of the
monthly  benefit that the  Participant was receiving or would have been entitled
to  receive  at the  Participant's  death  under  Section  3 or 4 of  this  Plan
(determined  before the  stated  offsets of the  Participant's  Social  Security
Benefits,  Other Retirement  Benefits and Actuarial  Adjustments are applied but
subject to Section 5) less the Social  Security  Benefits  and Other  Retirement
Benefits payable to the Participant's spouse during that month.

SECTION 7 - Vesting

         (a) Except in the case of a Protected Participant,  upon termination of
a Participant's employment with Black & Decker at any time for any reason before
the  Participant's  Early Retirement Date, or if the Participant dies before the
Participant's  Actual  Retirement  Date,  the  Participant's  (and the surviving
spouse's) right to benefits under this Plan will be completely forfeited. In the
case of a Protected  Participant,  the  Protected  Participant's  and his or her
spouse's right to benefits  under this Plan will be completely  forfeited if the
Protected  Participant dies before his or her Actual  Retirement Date. Except in
the  case  of a  Protected  Participant,  if  this  Plan  is  terminated  by the
Corporation on or after a  Participant's  Early  Retirement  Date but before the
Participant's  Actual  Retirement  Date,  the  Participant  will be  entitled to
receive a monthly benefit under this Plan commencing at the Participant's Actual
Retirement  Date and  continuing  for the  Participant's  life in the amount the
Participant  would have  received  under  this Plan  based on the  Participant's
Credited  Service and Final  Average Pay  determined  at the Plan's  termination
date, and the  Participant's  surviving  spouse shall be entitled to receive the
corresponding  post-retirement  death benefit  pursuant to Section 6(b). If this
Plan is terminated or amended after a Change in Control of the Corporation, each
Protected  Participant  who has not consented in writing to that  termination or
amendment shall be entitled to receive a monthly  benefit,  commencing at his or
her  Actual  Retirement  Date,  that is not less than the  monthly  benefit  the
Protected  Participant  would have received if the Plan termination or amendment
had not  occurred  and the  Protected  Participant's  surviving  spouse shall be
entitled to receive the corresponding  post-retirement death benefit pursuant to
Section 6(b).

         (b) Notwithstanding  anything to the contrary, all of the Participant's
(and surviving spouse's) rights and benefits under this Plan will be forfeited:

                  (i) if the  Participant's  employment  with  Black & Decker is
         terminated by reason of fraud, misappropriation or intentional material
         damage to the property or business of Black & Decker;  commission  of a
         felony;  or the  continuance  of willful  and  repeated  failure by the
         Participant  to perform his or her duties after  written  notice to the
         Participant specifying such failure; or

                  (ii) if before the  Participant's  Actual  Retirement Date and
         for a period of 24 months  following the  Participant's  termination of
         employment, the Participant, without the Corporation's written consent,
         enters  into  competition  with  Black  &  Decker  or  the  Participant
         discloses confidential information.

         (c) For purposes of this Section 7, the  Participant  will be deemed to
be  in  competition  with  Black  &  Decker  if  the  Participant,  directly  or
indirectly,  solicits as a customer  any  company  which is or was a customer of
Black &  Decker  during  the  Participant's  employment,  or  which  is or was a
potential  customer of Black & Decker with which Black & Decker has made or will
make business contacts during the Participant's employment;  provided,  however,
that  solicitation  of a company as a customer of any  business  which is not in
direct or indirect  competition  with any of the types of business  conducted by
Black & Decker within any of the same territories as Black & Decker shall not be
prohibited  hereby.  In  addition,  a  Participant  will  be  deemed  to  be  in
competition  with  Black & Decker  if the  Participant  directly  or  indirectly
becomes an owner, officer, director,  operator, sole proprietor,  partner, joint
venturer,  contractor or consultant, or participates in or is connected with the
ownership, operation, management or control of any company in direct or indirect
competition  with any of the  types of  businesses  conducted  by Black & Decker
within any of the same territories as Black & Decker;  provided,  however,  that
the ownership for investment of less than 5% of the outstanding  stock of any of
the classes of stock issued by a  publicly-held  company shall not be prohibited
hereby.  The  Participant  shall  be  deemed  to  have  disclosed  "confidential
information"  if the  Participant  fails to preserve as  confidential  and uses,
communicates,  or discloses to any person, to the actual or potential  detriment
of Black & Decker,  orally,  in  writing  or by  publication,  any  information,
regardless of when, where or how acquired  relating to or concerning the affairs
of Black & Decker;  provided,  however, that the foregoing obligations shall not
apply  to  information  which  is or  becomes  public  through  no  fault of the
Participant.

         (d) The  Committee  shall have the  absolute  right to determine in its
sole discretion (i) whether or not a Participant's  employment was terminated as
a result of a wrongful  act, and (ii) whether or not a  Participant  has entered
into competition with Black & Decker or has disclosed  confidential  information
so as to cause a forfeiture of the Participant's benefits hereunder.

SECTION 8 - Additional Provisions Concerning Benefits

         (a) The offsets  described  in Sections 3, 4 and 6 for Social  Security
Benefits,  Other Retirement Benefits and Actuarial Adjustments are to be applied
separately  to each monthly  payment  under this Plan when that payment  becomes
due,  ignoring  increases in those Social Security Benefits and Other Retirement
Benefits attributable to increases in the cost-of-living after the Participant's
Actual Retirement Date. The Committee will decide,  in its sole discretion,  the
manner in which these  offsets are to be applied.  The payments  under this Plan
are conditioned on the agreement of the Participant and the Participant's spouse
(i) to inform the Committee of all retirement,  severance,  disability and death
benefit   payments   received  or   receivable  by  them  that  may  reduce  the
Corporation's  obligations  to pay benefits  under this Plan and (ii) to provide
all information  about those payments that the Committee may reasonably  request
from time to time in order to administer this Plan.

         (b) The benefit  payments  under this Plan will be  calculated  in U.S.
dollars using the appropriate  currency  exchange rate selected by the Committee
in its sole discretion at the Participant's Actual Retirement Date. The benefits
under this Plan will be paid to the Participant and the Participant's  spouse in
any  currency  designated  by  the  Participant  at  the  Participant's   Actual
Retirement Date (or, if the Participant dies before benefits  commence,  the  
currency  designated  by  the  spouse),  based  on the appropriate  currency  
exchange  rate  (selected  by the  Committee  in its sole discretion) in effect 
at the Participant's  Actual Retirement Date. Once benefit payments under this 
Plan have begun, the currency selected by the Participant (or the  Participant's
spouse) and the applicable exchange rate may not be changed except to the extent
that the Committee, in its sole discretion, may approve a change  in  order  to
prevent extreme financial hardship to the Participant or the Participant's 
spouse.

SECTION 9 - Corporation's Obligations are Unfunded and Unsecured

         Except as  otherwise  required by  applicable  law,  the  Corporation's
obligations  under  this Plan are not  required  to be funded or  secured in any
manner;  no assets need be placed in trust or in escrow or otherwise  physically
or legally  segregated  for the  benefit of any  Participant;  and the  eventual
payment  of  the  benefits  described  in  this  Plan  to a  Participant  or the
Participant's spouse is not required to be secured to the Participant or them by
the issuance of any negotiable instrument or other evidence of the Corporation's
indebtedness.  Neither a Participant nor the Participant's spouse is entitled to
any  property  interest,  legal  or  equitable,  in any  specific  asset  of the
Corporation,  and, to the extent that any person  acquires  any right to receive
payments  under the  provisions  of this Plan,  that right is  intended to be no
greater than or to have any preference or priority over, the rights of any other
unsecured general creditor of the Corporation. However, the Corporation reserves
the right, in its sole discretion,  to accumulate  assets to offset its eventual
liabilities  under this Plan and  physically or legally to segregate  assets for
the benefit of any Participant or  Participant's  spouse (whether by escrow,  by
trust, by the purchase of an annuity  contract or by any other method of funding
selected by the Corporation)  without liability for any adverse tax consequences
resulting to that  Participant or  Participant's  spouse from the  Corporation's
action.  Any  such  segregation  of  assets  may be  made  with  respect  to the
Corporation's  obligations  under  this  Plan for  benefits  attributable  to an
individual Participant, a selected group of Participants or all Participants, as
the  Corporation  may determine  from time to time, in its absolute  discretion.
Benefits  under  this  Plan  shall  be  payable  by  the  Corporation  from  the
Corporation's  general assets and no other company shall have any responsibility
or liability  under this Plan.  The  Corporation's  liabilities  under this Plan
shall,  however,  be  discharged  to the extent of any  payment  received by the
Participant (or the Participant's  surviving spouse) from any other company made
for that purpose and on the Corporation's behalf or for its benefit.

SECTION 10 - Alienation or Encumbrance

         No payments, benefits or rights under this Plan shall be subject in any
manner  to  anticipation,   sale,  transfer,   assignment,   mortgage,   pledge,
encumbrance,  charge or alienation by a Participant, the Participant's spouse or
any other person who could or might possibly  receive benefit payments that were
due to the Participant or the  Participant's  spouse,  but were not paid. If the
Corporation  determines that any person entitled to payments under this Plan has
become  insolvent,  bankrupt,  or has attempted to anticipate,  sell,  transfer,
assign, mortgage,  pledge, encumber,  charge or otherwise in any manner alienate
any amount payable to that person under this Plan or that there is any danger of
any levy,  attachment,  or other court process or encumbrance on the part of any
creditor of that person,  against any benefit or other  amounts  payable to that
person,  the Corporation may, in its sole discretion and to the extent permitted
by law, at any time, withhold any or all such payments or benefits and apply the
same for the benefit of that person,  in such manner and in such  proportion  as
the Corporation may deem proper.

SECTION 11 - Other Benefits

         The  provisions  of this  Plan  relate  only to the  specific  benefits
described  in this Plan and are not  intended  to affect any other  benefits  to
which a Participant  may be entitled as a retiree and former employee of Black &
Decker.  Nothing  contained in this Plan shall in any manner  modify,  impair or
affect the existing rights or interests of a Participant under any other benefit
plan  provided by Black & Decker,  and the rights and interests of a Participant
to any benefits or as a participant  or  beneficiary in or under any or all such
plans shall continue in full force and effect  unimpaired, subject  nonetheless 
to the eligibility requirements and other terms of each such plan. This Section 
shall not be interpreted as modifying in any way the effect that the 
Participant's termination of employment and retirement at the Participant's  
Actual Retirement Date has upon the Participant's rights under such other plans
The benefits provided under this Plan are not to be applied as an offset against
any other retirement or deferred  compensation  benefits or payments that are 
otherwise to be  provided  by  Black  &  Decker  to  the  Participant  or  the  
Participant's beneficiaries; and those benefits or payments are to be calculated
first, ignoring this Plan's  existence.  In no event shall any benefits  payable
under this Plan be treated as salary or other compensation to a Participant for 
the purpose of computing benefits to which the Participant may be entitled under
any other benefit plan of Black & Decker.

SECTION 12 - No Guarantee of Employment

         The Plan shall not be construed as conferring any legal rights upon any
Participant  for  continuation  of  employment,  nor shall it interfere with the
rights of Black & Decker to discharge a Participant and to treat the Participant
without  regard  to  the  effect  which  such  treatment  might  have  upon  the
Participant under the Plan.

SECTION 13 - Cooperation of Parties

         Each  Participant  (and  surviving  spouse)  shall  perform any and all
reasonable acts and execute any and all reasonable documents and papers that are
necessary or desirable for carrying out this Plan or any of its provisions.

SECTION 14 - Claims Procedure

         Any claim by a Participant,  a Participant's spouse or beneficiary that
benefits  under  the Plan have not been  paid in  accordance  with the terms and
conditions  of the Plan shall be made in writing and  delivered to the Committee
at the  Corporation's  principal office in the State of Maryland.  The Committee
shall notify the claimant if any additional information is needed to process the
claim. All claims shall be approved or denied by the Committee within 90 days of
receipt of the claim by the  Committee.  If the claim is denied,  the  Committee
shall furnish the claimant with a written notice containing:

         (a)      an explanation of the reason for the denial;

         (b)      a specific reference to the applicable provisions of the Plan;
                  and

         (c)      a description of any additional material or information 
                  necessary for the claimant to pursue the claim.

         Within 90 days of receipt of the notice  described  above, the claimant
shall, if further review is desired,  file a written  request for  consideration
with the Committee. A request for reconsideration must include an explanation of
the grounds for the request and the facts  supporting the claim.  So long as the
claimant's  request for review is  pending,  including  such 90 day period,  the
claimant or the claimant's duly authorized  representative  may review pertinent
documents and may submit issues and comments in writing to the Committee.

         A final and binding  decision shall be made by the Committee  within 60
days of the filing of the request for reconsideration;  provided,  however, that
the Committee, in its discretion,  may extend this period up to an additional 60
days.

         The  decision by the  Committee  shall be  conveyed to the  claimant in
writing and shall  include  specific  reasons for the  decision,  with  specific
references  to the  applicable  provisions  of the Plan on which the decision is
based.

SECTION 15 - Incapacity

         If a  Participant  or  the  Participant's  spouse  has  become  legally
incompetent,  then the legal  guardian,  or other legal  representative  of such
Participant's or spouse's estate shall be entitled to act for and represent such
incompetent  Participant  or spouse in all matters and to the same extent as the
Participant or spouse could have done but for such  incompetency,  including but
not limited to the receipt of Plan benefits.

SECTION 16 - Administration

         (a) The Plan shall be  administered  by the  Committee,  which shall be
responsible for all matters  affecting the  administration of the Plan and shall
have  the  following  duties  and   responsibilities   in  connection  with  the
administration of the Plan:

                  (i)  To  prepare  and  enforce  such  rules,  regulations  and
         procedures as shall be proper for the efficient  administration  of the
         Plan, such rules,  regulations and procedures to apply uniformly to all
         Participants;

                  (ii) To determine all questions arising in the administration,
         interpretation and application of the Plan,  including questions of the
         status and rights of Participants and any other persons hereunder;

                  (iii)    To decide any dispute arising hereunder;

                  (iv)     To correct defects, supply omissions, and reconcile 
         inconsistencies to the extent necessary to effectuate the Plan;

                  (v) To compute the amount of  benefits  which shall be payable
         to any  Participant or spouse in accordance  with the provisions of the
         Plan and to determine the person or persons to whom such benefits shall
         be paid;

                  (vi) To select the currency conversion or exchange rates to be
         applied in determining a Participant's or spouse's  benefits under this
         Plan, where foreign currencies are involved;

                  (vii)    To authorize all payments that shall be made pursuant
         to the provisions of this Plan;

                  (viii)   To make recommendations to the Corporation's Board of
         Directors with respect to proposed amendments to the Plan;

                  (ix) To file all reports with government agencies,  employees,
         and other  parties as may be required by law,  whether such reports are
         initially the obligation of the Corporation or the Plan;

                  (x)      To have all such other powers as may be necessary to 
         discharge its duties hereunder.

         (b) The Committee shall have the authority to interpret the Plan in its
sole and absolute  discretion.  The Committee's  interpretation  of the Plan and
actions in respect of the Plan shall be binding  and  conclusive  on all persons
for all purposes.

         (c) Neither the Committee nor any person acting on its behalf shall be
liable to any  person for any action  taken or  omitted in  connection  with the
interpretation  and  administration  of the Plan  unless  attributable  to gross
negligence  or  willful  misconduct.   In  addition  to  such  other  rights  of
indemnification  they  may  have as  directors,  officers  or  employees  of the
Corporation,   each  member  of  the  Committee  shall  be  indemnified  by  the
Corporation against the reasonable expenses, including attorneys' fees, actually
and necessarily  incurred in connection with the defense of any action,  suit or
proceeding,  or in connection with any appeal therein,  to which such member may
be a party by reason of any action taken or omitted under or in connection  with
the Plan,  and against all amounts paid in  settlement  thereof,  provided  such
settlement is approved by independent legal counsel selected by the Corporation,
or paid by such member in satisfaction of a judgment in any such action, suit or
proceeding,  except in  relation  to matters as to which it shall be adjudged in
such action,  suit or proceeding that such member is liable for gross negligence
or willful  misconduct  in such  member's  duties;  provided that within 60 days
after the  institution  of such action,  suit or proceeding  the member shall in
writing offer the Corporation the opportunity, at its own expense, to handle and
defend the same.

         (d) If a Participant is also a member of the Committee, the Participant
may  not  vote or act  upon  matters  relating  specifically  to  such  member's
participation in the Plan.

SECTION 17 - Amendments and Termination

         The Board of  Directors  of the  Corporation  reserves the right at any
time and from time to time to the  extent  permissible  under  law,  to amend or
terminate  this  Plan,  prospectively  or  retroactively,  in  whole or in part;
provided,  however,  that no such  amendment or termination  shall,  without the
Participant's written agreement,  reduce or impair (a) the benefits or rights of
any  Participant  (or spouse) whose Actual  Retirement  Date occurred before the
date the amendment is adopted or the Plan is terminated, (b) the vested benefits
and rights of any  Participant who is then employed by Black & Decker or (c) the
right of any Protected Participant and/or his or her surviving spouse to receive
benefits under this Plan determined as if that Plan termination or amendment had
not occurred. Any amendment or termination shall be adopted by resolution of the
Corporation's Board of Directors.

SECTION 18 - Severability

         If any provision of this Plan shall be held void or unenforceable,  the
remaining  provisions  of the  Plan  shall  remain  in full  force  and  effect;
provided,  however,  that in interpreting  this Plan, such void or unenforceable
provision shall be replaced with an effective and legally permissible provision,
the effect of which shall be identical  to, or as close as  reasonably  possible
to, the effect of the original provision.

SECTION 19 - Construction

         Any use of the singular  shall include the plural,  and vice versa,  as
may be appropriate.  Titles,  captions or paragraph  headings  contained in this
Plan are for purposes of convenience  and reference  only, and shall not operate
to define or modify the text to which they relate.

SECTION 20 - Choice of Law

         This Plan, and the respective  rights and duties of the Corporation and
all persons thereunder,  shall in all respect be governed by and construed under
the laws of the State of Maryland, except to the extent, if any, that those laws
may have been  pre-empted by federal law. This Plan is intended to be a "pension
plan" within the meaning of Section  3(2)(A) of the Employee  Retirement  Income
Security Act of 1974, as amended (ERISA),  which is exempt from Parts 2, 3 and 4
of  ERISA by  virtue  of  Sections  201(2),  301(a)(3)  and  401(a)(1)  thereof,
respectively,  and is not designed to meet the requirements of Section 401(a) of
the Internal Revenue Code of 1986, as amended.

SECTION 21 - Parties to be Bound

         The  provisions of this Plan shall be binding upon,  and shall inure to
the benefit of the Corporation, its successors and assigns, and each Participant
and the Participant's spouse.



                                            Originally Adopted January 30, 1984

                            Amendment and Restatement adopted February 18, 1993.

                            Amendment and Restatement adopted July 20, 1995.

                            Amendment and Restatement adopted February 14, 1996.