Exhibit 10(a)

                                                                      As Amended
                                                                        10/20/94
                                                                        10/19/00
                                                                        12/11/03

                         THE BLACK & DECKER CORPORATION
                           DEFERRED COMPENSATION PLAN
                           FOR NON-EMPLOYEE DIRECTORS

1.   Eligibility.
     -----------

     Each  member of the Board of  Directors  of The Black & Decker  Corporation
     (the "Corporation") who is not an employee of the Corporation or any of the
     Corporation's  subsidiaries,  is eligible to  participate  in this Deferred
     Compensation Plan for Non-Employee Directors (the "Plan").

2.   Administration of Plan.
     ----------------------

     The  Plan  will be  administered  by a  committee  of  three  persons  (the
     "Committee")  consisting of the persons who from time to time shall be: (a)
     the Chief  Executive  Officer of the  Corporation,  (b) the Chief Financial
     Officer of the Corporation,  and (c) the Secretary of the Corporation.  The
     Committee  shall have full power to interpret and  administer the Plan, and
     the Committee's interpretations and actions shall be binding and conclusive
     on all persons for all purposes. The Committee shall act by vote or written
     consent of a majority of its members.  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 willful misconduct or lack of good faith.

3.   Participation.
     -------------

     a.   An  eligible  director  may  elect  to  defer  all or any  part of the
          compensation  which would  otherwise  have been payable  currently for
          services as a member of the Board of Directors (including fees payable
          for  services  as a member of a committee  of the Board).  An election
          must be  executed  and filed with the  Committee  prior to the date on
          which the  compensation  will be earned.  A new  director may elect to
          participate  in the Plan by executing  and filing an election with the
          Committee prior to the commencement of the director's term of office.

     b.   An election shall be in writing  substantially in the form attached as
          Exhibit A.

     c.   An election to  participate  in the Plan shall be  effective  from the
          date of the election and for all  subsequent  years until the calendar
          year  following  the year in which  the  participant  files a  revised
          election or a notice of termination.

     d.   A participant may terminate participation in the Plan by executing and
          filing  with  the  Committee  a  notice  of   termination.   Any  such
          termination  shall be  effective  at the end of the  calendar  year in
          which the  notice is given.  In the event of  termination,  the amount
          already deferred under the Plan and interest or other earnings thereon
          shall be paid to the  participant  only as  indicated  in  Section  6,
          Distribution  from Plan.  A director  who has filed a  termination  of
          election may  thereafter  file an election to  participate in the Plan
          for any calendar year commencing after filing the election.

     e.   A  participant  may change an  existing  election  as to the manner of
          distribution  by filing with the  Committee an election  form choosing
          any manner of distribution  authorized by the Plan at the time the new
          election form is filed.  The new election form must be filed (1) prior
          to the  termination  of the director's  service as a director,  (2) at
          least six months prior to the date that the first  distribution  under
          both the existing  election and under the new election  would be made,
          and (3) in the calendar  year prior to the calendar  year in which the
          first distribution under the new election would be made.

<PAGE>

4.   Deferred Cash Compensation Account.
     ----------------------------------

     A  general  ledger  account,   hereinafter  referred  to  as  the  Deferred
     Compensation  Account (the "Account")  shall be established for the purpose
     of reflecting deferred  compensation.  All deferred compensation  otherwise
     payable to the  participant  for the  calendar  year to which the  election
     applies shall be credited to the Account, together with interest compounded
     semi-annually  on January 1 and July 1 at a rate equal to the higher of the
     yield  on the  Income  Fund of The  Black & Decker  Corporation  Retirement
     Savings  Plan or the T. Rowe Price Equity Index Fund during the period then
     ended.  Alternatively,  the participant  may direct that cash  compensation
     deferred  hereunder be deemed invested in common stock of the  Corporation,
     in which case the participant's Account will be initially credited with the
     equivalent  number  of  shares  of  common  stock  of the  Corporation  and
     subsequently  adjusted for increases and decreases in the value of, and for
     dividends  paid  on,  the  common  stock of the  Corporation.  Title to and
     beneficial  ownership of the Account shall remain in the  Corporation.  The
     obligation  to  pay  shall  be  a  general  unsecured   obligation  of  the
     Corporation,   and  the   participating   director   and   his   designated
     beneficiaries  shall  not  have any  property  interest  whatsoever  in any
     specific assets of the Corporation. The Corporation may, however, establish
     a "Rabbi Trust" for individual participants or all participants as a group.

5.   Deferred Stock Compensation Account.
     -----------------------------------

     A stock account, hereinafter referred to as the Deferred Stock Compensation
     account  (the  Stock  Account")  shall be  established  for the  purpose of
     reflecting  deferred stock  compensation  deferred pursuant to Section 8 of
     The Black & Decker  Non-Employee  Directors  Stock Plan (the "Stock Plan").
     The  provisions of this Plan shall apply to deferrals  under the Stock Plan
     except that in the event of  conflict  between the Plan and the Stock Plan,
     the provisions of the Stock Plan shall control.

6.   Distribution from Plan.
     ----------------------

     a.   All compensation deferred under the Plan, plus accumulated interest or
          other investment adjustments, shall be distributed in a lump sum or in
          approximately   equal  annual   installments  not  exceeding  ten,  as
          specified by the  participant at the time of making the election or in
          an amendment  complying with the provisions of Section 3.e above.  The
          first installment, or the lump sum distribution,  shall be paid on the
          fifteenth day of the calendar year or the fifteenth day of the seventh
          month of the calendar  year (as  specified by the  participant  at the
          time of making the  election  or in an  amendment  complying  with the
          provisions of Section 3.e,  above)  immediately  following the year in
          which the  participant  ceases to be a  director  of the  Corporation.
          Subsequent  installments shall be paid on the anniversary of the first
          installment in each succeeding  calendar year until all amounts in the
          participant's   Deferred   Compensation   Account   have  been   paid.
          Distributions of a participant's  Deferred Cash  Compensation  Account
          shall be made in cash  except to the extent that the  participant  has
          directed the Account be deferred as common  stock of the  Corporation,
          in which case distribution  shall be made in shares of common stock of
          the  Corporation.  Distributions  of a  participant's  Deferred  Stock
          Compensation Account shall be made in common stock of the Corporation.

     b.   Notwithstanding  the above, if a participant incurs a severe financial
          hardship,  the  Committee  administering  the  Plan  may,  in its sole
          discretion,  revise the  payment  schedule  to the  extent  reasonably
          necessary  to  eliminate  the severe  financial  hardship.  The severe
          financial  hardship  must have been caused by an accident,  illness or
          other  event  beyond the  control of the  participant.  In the event a
          participant  ceases to be a director of the  Corporation and becomes a
          proprietor, officer, partner, employee or otherwise becomes affiliated
          with any business that is in competition  with the  Corporation or any
          of its  subsidiaries,  or becomes employed by any governmental  agency
          having  jurisdiction  over the activities of the Corporation or any of
          its subsidiaries,  the Committee,  at its sole discretion,  may pay to
          the  participant  the  entire  balance of the  participant's  Deferred
          Compensation  Account.  In the event a  participant  dies  before  all
          deferred  amounts  are  distributed,  the  remaining  balance  of  the
          participant's Deferred Compensation Account shall be paid on the first
          day  of  the

                                     - 2 -
<PAGE>

          calendar year following the year of death, to the  beneficiaries  most
          recently  designated by the director in writing.  If no  beneficiaries
          are designated or being  designated,  fail to survive the participant,
          payment shall be made to the estate of the participant.

7.   Rabbi Trust.
     -----------

     The Corporation  may establish a "Rabbi Trust" for individual  participants
     or all  participants  as a group.  With the consent of a  participant,  the
     Trustee of a "Rabbi Trust" established for that participant may be directed
     to invest the  participant's  deferred cash compensation in common stock of
     the  Corporation,  and if that is done, (1) neither the Corporation nor the
     trustee shall have any liability for any decrease in the value of the stock
     held in the trust and (2) the  timing  of any  distribution  from the trust
     shall be in accordance with the election made under Section 6 of the Plan.


8.   Rights.
     ------

     The right of a  participant  in the Plan to any  deferred  compensation  or
     interest  thereon  shall  not  be  subject  to  assignment,   anticipation,
     alienation,  transfer, pledge, or encumbrance except by laws of descent and
     distribution.

9.   No Trusts.
     ---------

     Nothing  contained  in  the  Plan  and  no  action  taken  pursuant  to the
     provisions  of the Plan shall be construed to create a trust of any kind or
     an escrow arrangement of any form.

10.  Copies of Plan.
     --------------

     Copies  of the  Plan  and any  and all  amendments  thereto  shall  be made
     available to all members of the Board of Directors  during normal  business
     hours at the office of the Secretary of the Corporation.


















                                     - 3 -
<PAGE>

                                                                       Exhibit A
                                                                       ---------


                         THE BLACK & DECKER CORPORATION
                         Election to Defer Compensation
                                      under
                           Deferred Compensation Plan
                           for Non-Employee Directors
                                       and
                        Non-Employee Directors Stock Plan

I  acknowledge   receiving  a  copy  of  the  Deferred   Compensation  Plan  for
Non-Employee Directors and the Non-Employee Directors Stock Plan.

Pursuant to the terms of the Plans, I elect to defer receiving the following:

                ____ % of cash retainers to be deferred as ___ cash or ___ stock

                ____ % of stock retainers

My election  will  continue in effect until the first day of the  calendar  year
following the year in which I file written notice of termination or of amendment
of this election with the Secretary of the Corporation.

I also  elect  that all  amounts  deferred  under the Plans  (including  amounts
previously  deferred),  together with  accumulated  interest or other investment
adjustments  thereon,  shall be distributed to me in _____ (specify number,  not
exceeding ten) approximately equal annual installment(s) commencing on:

                ____ the fifteenth day of the first month; or

                ____ the fifteenth day of the seventh month

of the calendar  year  immediately  following  the year in which I cease to be a
director of the Corporation,  and subsequent  installments  shall be paid on the
anniversary of the first installment in each succeeding  calendar year until the
entire amount credited to my account shall have been paid.

If I die prior to distribution of the entire amount, I direct that the remaining
amount be paid to:


         -------------------------
         (name)                             (relationship)



         (street address)



         (city, state, zip code)


         -------------------------
         (dated)                            (signature)



                                            (printed name)

================================================================================

FOR CORPORATION'S USE



----------------------------------
Date Received                               Corporate Secretary