Exhibit 10(d)


               THE BLACK & DECKER 1989 STOCK OPTION PLAN


         The  proper  execution  of  the  duties  and  responsibilities  of  the
executive  and other key  employees  of The Black & Decker  Corporation  and its
subsidiaries  is a vital  factor in the  continued  growth  and  success  of the
Corporation.  Toward this end, it is necessary  to attract and retain  effective
and capable  employees to assume  positions  that  contribute  materially to the
successful  operation  of the business of the  Corporation.  It will benefit the
Corporation,  therefore,  to bind the interests of these persons more closely to
its own  interests  by  offering  them an  attractive  opportunity  to acquire a
proprietary  interest in the  Corporation  and thereby  provide  them with added
incentive to remain in its employ and to increase the  prosperity,  growth,  and
earnings of the Corporation.
This stock option plan will serve these purposes.


                                  ARTICLE 1:00

                                   Definitions

         The  following  terms  wherever used herein shall have the meanings set
forth below.

1:01              The term "Board of Directors" shall mean the Board of
                  Directors of the Corporation.

1:02              The  term  "Cash  Appreciation  Right"  shall  mean a right to
                  receive cash pursuant to Article 10:00 of the Plan.

1:03              The term "Code" shall mean the Internal  Revenue Code of 1986,
                  as amended, and any regulations promulgated thereunder.

1:04              The term "Committee" shall mean a committee to be
                  appointed by the Board of Directors to consist of two or
                  more of those members of the Board of Directors who are
                  Non-Employee Directors within the meaning of Rule 16b-3
                  promulgated under the Exchange Act and are outside
                  directors within the meaning of the Section 162(m)
                  Regulations, as each may be amended from time to time.

1:05              The term "Common Stock" shall mean the shares of common stock,
                  par value $.50 per share, of the Corporation.

1:06              The term "Corporation" shall mean The Black & Decker
                  Corporation.

1:07              The term "Exchange Act" shall mean the Securities
                  Exchange Act of 1934, as amended.

1:08              The term "Fair Market Value of a share of Common Stock"
                  shall mean the closing price per share of Common Stock as


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                  finally  reported  in the New York  Stock  Exchange  Composite
                  Transactions for the New York Stock Exchange,  or if shares of
                  Common Stock are not sold on such date,  the closing price per
                  share of  Common  Stock as  finally  reported  in the New York
                  Stock Exchange  Composite  Transactions for the New York Stock
                  Exchange  for the most  recent  prior date on which  shares of
                  Common Stock were sold.

1:09              The term  "Incentive  Stock  Option"  shall  mean  any  Option
                  granted  pursuant  to  the  Plan  that  is  designated  as  an
                  Incentive Stock Option and which satisfies the requirements of
                  Section 422(b) of the Code.

1:10              The term  "Nonqualified  Stock  Option"  shall mean any Option
                  granted  pursuant to the Plan that is not an  Incentive  Stock
                  Option.

1:11              The term "Option" or "Stock Option" shall mean a right granted
                  pursuant to the Plan to purchase  shares of Common Stock,  and
                  shall   include   the  terms   Incentive   Stock   Option  and
                  Nonqualified Stock Option.

1:12              The term "Option  Agreement" shall mean the written  agreement
                  representing   Options   granted   pursuant  to  the  Plan  as
                  contemplated by Article 6:00 of the Plan.

1:13              The term  "Plan"  shall  mean The  Black & Decker  1989  Stock
                  Option Plan as approved by the Board of  Directors on November
                  17, 1988, and adopted by the  stockholders  of the Corporation
                  on January 30,  1989,  as the same may be amended from time to
                  time.

1:14              The  term  "Section   162(m)   Regulations"   shall  mean  the
                  regulations adopted pursuant to Section 162(m) of the Code.

1:15              The term  "Stock  Appreciation  Right"  shall  mean a right to
                  receive  cash or shares of Common  Stock  pursuant  to Article
                  8:00 of the Plan.

1:16              The term "Stock  Appreciation  Right Agreement" shall mean the
                  written  agreement   representing  Stock  Appreciation  Rights
                  granted  pursuant to the Plan as  contemplated by Article 8:00
                  of the Plan.

1:17              The term "Stock Appreciation Right Base Price" shall mean
                  the base price for determining the value of a Stock
                  Appreciation Right under Section 8:02, which Stock
                  Appreciation Right Base Price shall be established by the
                  Committee at the time of the grant of Stock Appreciation
                  Rights pursuant to the Plan and shall not be less than
                  90% of the Fair Market Value of a share of Common Stock
                  on the date of grant.  If the Committee does not


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                  establish a specific  Stock  Appreciation  Right Base Price at
                  the time of grant,  the Stock  Appreciation  Right  Base Price
                  shall be equal to the Fair  Market  Value of a share of Common
                  Stock on the date of grant of the Stock Appreciation Right.

1:18              The  term   "subsidiary"  or   "subsidiaries"   shall  mean  a
                  corporation  of which capital stock  possessing 50% or more of
                  the total combined  voting power of all classes of its capital
                  stock  entitled to vote generally in the election of directors
                  is owned  in the  aggregate  by the  Corporation  directly  or
                  indirectly through one or more subsidiaries.


                                  ARTICLE 2:00

                           Effective Date of the Plan

2:01              The Plan shall become effective upon stockholder
                  approval, provided that such approval is received on or
                  before November 16, 1989 and provided further that
                  Options, Stock Appreciation Rights, or Cash Appreciation
                  Rights may be granted pursuant to the Plan prior to
                  stockholder approval if such Options, Stock Appreciation
                  Rights, or Cash Appreciation Rights by their terms are
                  contingent upon subsequent stockholder approval of the
                  Plan.


                                  ARTICLE 3:00

                                 Administration

3:01              The Plan shall be administered by the Committee.

3:02              The Committee may establish, from time to time and at any
                  time, subject to the limitations of the Plan as set forth
                  herein, such rules and regulations and amendments and
                  supplements thereto, as it deems necessary to comply with
                  applicable law and regulation and for the proper
                  administration of the Plan.  A majority of the members of
                  the Committee shall constitute a quorum.  The vote of a
                  majority of a quorum shall constitute action by the
                  Committee.

3:03              The Committee shall from time to time determine the names
                  of those executives and other key employees who, in its
                  opinion, should receive Options and/or Stock Appreciation
                  Rights, and shall determine the numbers of shares on
                  which Options should be granted or upon which Stock
                  Appreciation Rights should be based to each such person
                  and the nature of the Options and/or Stock Appreciation
                  Rights to be granted.



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3:04              Options and Stock Appreciation  Rights shall be granted by the
                  Corporation only upon the prior approval of the Committee, and
                  upon  the  execution  of  an  Option  Agreement  and/or  Stock
                  Appreciation  Right Agreement  between the Corporation and the
                  Option holder and/or the Stock Appreciation Right holder.

3:05              The  Committee's   interpretation   and  construction  of  the
                  provisions of the Plan and the rules and  regulations  adopted
                  by the Committee shall be final. No member of the Committee or
                  the Board of Directors shall be liable for any action taken or
                  determination made, in respect of the Plan, in good faith.


                                  ARTICLE 4:00

                            Participation in the Plan

4:01              Participation  in the Plan shall be limited to such executives
                  and  other  key   employees   of  the   Corporation   and  its
                  subsidiaries  who  are  regular,  full-time  employees  of the
                  Corporation or any of its  subsidiaries,  and who from time to
                  time shall be designated by the Committee.

4:02              No  member  of the  Board  of  Directors  who is not  also  an
                  employee  shall be eligible  to  participate  in the Plan.  No
                  employee   who  owns   beneficially   more  than  10%  of  the
                  outstanding  shares  of  Common  Stock  shall be  eligible  to
                  participate in the Plan.


                                  ARTICLE 5:00

                            Stock Subject to the Plan

5:01              There shall be reserved for the granting of Options
                  and/or Stock Appreciation Rights pursuant to the Plan and
                  for issuance and sale pursuant to such Options and/or
                  Stock Appreciation Rights 3,400,000 shares of Common
                  Stock.  To determine the number of shares of Common Stock
                  available at any time for the granting of Options and/or
                  Stock Appreciation Rights, there shall be deducted from
                  the total number of reserved shares of Common Stock, the
                  number of shares of Common Stock in respect of which
                  Options have been granted pursuant to the Plan that are
                  still outstanding or have been exercised.  The shares of
                  Common Stock to be issued upon the exercise of Options or
                  Stock Appreciation Rights granted pursuant to the Plan
                  shall be made available from the authorized and unissued
                  shares of Common Stock or from shares of Common Stock
                  held in treasury.  If for any reason shares of Common
                  Stock as to which an Option has been granted cease to be
                  subject to purchase thereunder, then such shares of


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                  Common Stock again shall be available for issuance pursuant to
                  the  exercise  of Options  and/or  Stock  Appreciation  Rights
                  pursuant  to the Plan.  Except as  provided  in Section  5:03,
                  however,  the aggregate  number of shares of Common Stock that
                  may  be  issued  upon  the   exercise  of  Options  and  Stock
                  Appreciation  Rights  pursuant  to the Plan  shall not  exceed
                  3,400,000 shares and no more than 3,400,000 Stock Appreciation
                  Rights shall be granted pursuant to the Plan.

5:02              Proceeds  from the purchase of shares of Common Stock upon the
                  exercise of Options granted pursuant to the Plan shall be used
                  for the general business purposes of the Corporation.

5:03              In the event of reorganization, recapitalization, stock
                  split, stock dividend, combination of shares of Common
                  Stock, merger, consolidation, share exchange, acquisition
                  of property or stock, or any change in the capital
                  structure of the Corporation, the Committee shall make
                  such adjustments as may be appropriate in the number and
                  kind of shares reserved for purchase by executives or
                  other key employees, in the number, kind and price of
                  shares covered by Options and/or Stock Appreciation
                  Rights granted pursuant to the Plan but not then
                  exercised, in the number of Stock Appreciation Rights, if
                  any, granted pursuant to the Plan but not then exercised,
                  and in the number of Cash Appreciation Rights, if any,
                  related to Options and/or Stock Appreciation Rights
                  granted pursuant to the Plan but not then exercised.


                                  ARTICLE 6:00

                         Terms and Conditions of Options

6:01              Each Option granted pursuant to the Plan shall be
                  evidenced by an Option Agreement in such form and with
                  such terms and conditions (including, without limitation,
                  noncompete, confidentiality or other similar provisions)
                  as the Committee from time to time may determine.  The
                  right of an Option holder to exercise his or her Option
                  shall at all times be subject to the terms and conditions
                  set forth in the respective Option Agreement.

6:02              The exercise price per share for Options shall be
                  established by the Committee at the time of the grant of
                  Options pursuant to the Plan and shall not be less than
                  90% of the Fair Market Value of a share of Common Stock
                  on the date on which the Option is granted.  If the
                  Committee does not establish a specific exercise price
                  per share at the time of grant, the exercise price per
                  share shall be equal to the Fair Market Value of a share
                  of Common Stock on the date of grant of the Options.


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6:03              Each Option, subject to the other limitations set forth
                  in the Plan, may extend for a period of up to 10 years
                  from the date on which it is granted.  The term of each
                  Option shall be determined by the Committee at the time
                  of grant of the Option, provided that if no term is
                  established by the Committee the term of the Option shall
                  be 10 years from the date on which it is granted.

6:04              Unless otherwise provided by the Committee, the number of
                  shares of Common Stock subject to each Option shall be
                  divided into four installments of 25% each.  The first
                  installment shall be exercisable 12 months after the date
                  the Option was granted, and each succeeding installment
                  shall be exercisable 12 months after the date the
                  immediately preceding installment became exercisable.  If
                  an Option holder does not purchase the full number of
                  shares of Common Stock that he or she at any time has
                  become entitled to purchase, the Option holder may
                  purchase all or any part of those shares of Common Stock
                  at any subsequent time during the term of the Option.

6:05              Options shall be  nontransferable  and  nonassignable,  except
                  that Options may be transferred by testamentary  instrument or
                  by the laws of descent.

6:06              Upon  voluntary  or  involuntary   termination  of  an  Option
                  holder's  employment,   his  or  her  Option  and  all  rights
                  thereunder shall be terminated except to the extent previously
                  exercised and except as provided in Sections  6:07,  6:08, and
                  6:09.

6:07              In the event an Option holder (i) ceases to be an
                  executive or other key employee of the Corporation or any
                  of its subsidiaries due to involuntary termination,
                  (ii) takes a leave of absence from the Corporation or any
                  of its subsidiaries for personal reasons or as a result
                  of entry into the armed forces of the United States, or
                  any of the departments or agencies of the United States
                  government, or (iii) terminates employment by reason of
                  illness, disability, or other special circumstance, the
                  Committee may consider his or her case and may take such
                  action in respect of the related Option Agreement as it
                  may deem appropriate under the circumstances, including
                  accelerating the time previously granted Options may be
                  exercised and extending the time following the Option
                  holder's termination of employment during which the
                  Option holder is entitled to purchase the shares of
                  Common Stock subject to such Options, provided that in no
                  event may any Option be exercised after the expiration of
                  the term of the Option.

6:08              If an Option holder dies during the term of his or her
                  Option without having fully exercised the Option, the
                  executor or administrator of his or her estate or the


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                  person  who  inherits  the  right to  exercise  the  Option by
                  bequest or inheritance shall have the right within three years
                  of the Option  holder's death to purchase the number of shares
                  of Common Stock that the deceased  Option  holder was entitled
                  to purchase at the date of death, after which the Option shall
                  lapse,  provided  that in no event may any Option be exercised
                  after the expiration of the term of the Option.

6:09              If an Option holder's employment is terminated without
                  having fully exercised the Option and (i) the Option
                  holder is 62 years of age or older, or (ii) the Option
                  holder has been employed by the Corporation or any of its
                  subsidiaries for at least 10 years and the Option
                  holder's age plus years of such employment total not less
                  than 55 years, then such Option holder shall have the
                  right within three years of the Option holder's
                  termination of employment to purchase the number of
                  shares of Common Stock that the Option holder was
                  entitled to purchase at the date of termination, after
                  which the Option shall lapse, provided that in no event
                  may any Option be exercised after the expiration of the
                  term of the Option.

6:10              The  granting  of an  Option  pursuant  to the Plan  shall not
                  constitute or be evidence of any  agreement or  understanding,
                  express or implied,  on the part of the  Corporation or any of
                  its subsidiaries to employ the Option holder for any specified
                  period.

6:11              In addition to the general terms and  conditions  set forth in
                  this  Article 6:00 in respect of Options  granted  pursuant to
                  the Plan, Incentive Stock Options granted pursuant to the Plan
                  shall  be  subject  to  the  following  additional  terms  and
                  conditions:

                  (a)      The aggregate  fair market value  (determined  at the
                           time the  Incentive  Stock  Option is granted) of the
                           shares of Common Stock in respect of which "incentive
                           stock options" are  exercisable for the first time by
                           the Option holder during any calendar year (under all
                           such plans of the Corporation  and its  subsidiaries)
                           shall not exceed $100,000; and

                  (b)      The Option Agreement in respect of an Incentive Stock
                           Option may  contain  any other  terms and  conditions
                           specified by the Committee that are not  inconsistent
                           with the Plan,  except that such terms and conditions
                           must  be  consistent   with  the   requirements   for
                           "incentive  stock  options"  under Section 422 of the
                           Code.




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                                  ARTICLE 7:00

                         Methods of Exercise of Options

7:01              An Option holder (or other person or persons, if any,
                  entitled to exercise an Option hereunder) desiring to
                  exercise an Option granted pursuant to the Plan as to all
                  or part of the shares of Common Stock covered by the
                  Option shall (i) notify the Corporation in writing at its
                  principal office at 701 East Joppa Road, Towson, Maryland
                  21286, to that effect, specifying the number of shares of
                  Common Stock to be purchased and the method of payment
                  therefor, and (ii) make payment or provision for payment
                  for the shares of Common Stock so purchased in accordance
                  with this Article 7:00.  Such written notice may be given
                  by means of a facsimile transmission.  If a facsimile
                  transmission is used, the Option holder should mail the
                  original executed copy of the written notice to the
                  Corporation promptly thereafter.

7:02              Within 10 days after receipt by the Corporation of the written
                  notice provided for in Section 7:01,  payment or provision for
                  payment shall be made as follows:

                  (a)      The Option holder shall deliver to the Corporation at
                           the address set forth in Section  7:01 United  States
                           currency in an amount equal to the aggregate purchase
                           price of the shares of Common  Stock as to which such
                           exercise relates; or

                  (b)      The Option holder shall tender to the Corporation
                           shares of Common Stock already owned by the Option
                           holder that, together with any cash tendered
                           therewith, have an aggregate fair market value
                           (determined based on the Fair Market Value of a
                           share of Common Stock on the date the notice set
                           forth in Section 7:01 is received by the
                           Corporation) equal to the aggregate purchase price
                           of the shares of Common Stock as to which such
                           exercise relates; or

                  (c)      The Option  holder  shall tender less than the number
                           of shares of Common Stock required by Section 7:02(b)
                           together with written instructions to the Corporation
                           to reapply  continually  the  shares of Common  Stock
                           received  upon each  partial  exercise  of the Option
                           until the Option  shall have been  exercised in full;
                           or

                  (d)      The Option holder shall deliver to the Corporation an
                           exercise  notice  requesting the Corporation to issue
                           to the  Option  holder  the full  number of shares of
                           Common   Stock  as  to  which  the   Option  is  then
                           exercisable less the number of shares of


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                           Common Stock that have an aggregate fair market value
                           (determined based on the Fair Market Value of a share
                           of Common  Stock on the date the  notice set forth in
                           Section 7:01 is received by the Corporation) equal to
                           the aggregate  purchase price of the shares of Common
                           Stock as to which such exercise relates; or

                  (e)      The Option holder shall deliver to the Corporation
                           an exercise notice together with irrevocable
                           instructions to a broker to deliver promptly to the
                           Corporation the amount of sale or loan proceeds
                           necessary to pay the aggregate purchase price of
                           the shares of Common Stock as to which such
                           exercise relates and to sell the shares of Common
                           Stock to be issued upon exercise of the Option and
                           deliver the cash proceeds less commissions and
                           brokerage fees to the Option holder or to deliver
                           the remaining shares of Common Stock to the Option
                           holder.

                  Notwithstanding the foregoing  provisions,  the Committee,  in
                  granting  Options  pursuant to the Plan, may limit the methods
                  in which an Option  may be  exercised  by any person  and,  in
                  processing  any  purported   exercise  of  an  Option  granted
                  pursuant to the Plan,  may refuse to  recognize  the method of
                  exercise  selected by the Option holder (other than the method
                  of exercise  set forth in Section  7:02(a)) if, in the opinion
                  of counsel  to the  Corporation,  (i) the Option  holder is or
                  within the six months  preceding  such exercise was subject to
                  reporting  under  Section  16(a) of the  Exchange Act and (ii)
                  there is a substantial  likelihood that the method of exercise
                  selected by the Option  holder would subject the Option holder
                  to a  substantial  risk of liability  under  Section 16 of the
                  Exchange Act.  Notwithstanding  the foregoing  provisions,  no
                  Incentive Stock Option may be exercised in accordance with the
                  methods of  exercise  set forth in Section  7:02(d) or Section
                  7:02(e) unless,  in the opinion of counsel to the Corporation,
                  such exercise  would not have a material  adverse  effect upon
                  the incentive  stock option tax  treatment of any  outstanding
                  Incentive  Stock  Options  or  Incentive  Stock  Options  that
                  thereafter   may   be   granted    pursuant   to   the   Plan.
                  Notwithstanding  the  foregoing  provisions,  the  methods  of
                  exercise  set forth in Section  7:02(c)  and  Section  7:02(d)
                  shall not be available  for Options  granted under the Plan on
                  or after October 17, 1991.

7:03              In addition to the  alternative  methods of exercise set forth
                  in Section 7:02,  holders of Nonqualified  Stock Options shall
                  be  entitled,  at or  prior to the  time  the  written  notice
                  provided for in Section 7:01 is delivered to the  Corporation,
                  to elect to have the Corporation


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                  withhold from the shares of Common Stock to be delivered  upon
                  exercise  of the  Nonqualified  Stock  Option  that  number of
                  shares of Common  Stock  (determined  based on the Fair Market
                  Value of a share of Common  Stock on the date the  notice  set
                  forth  in  Section  7:01  is  received  by  the   Corporation)
                  necessary to satisfy any withholding taxes attributable to the
                  exercise of the Nonqualified Stock Option. Alternatively, such
                  holder of a  Nonqualified  Stock  Option  may elect to deliver
                  previously  owned shares of Common Stock upon  exercise of the
                  Nonqualified  Stock  Option to satisfy any  withholding  taxes
                  attributable to the exercise of the Nonqualified Stock Option.
                  The  maximum  amount  that an Option  holder may elect to have
                  withheld from the shares of Common Stock otherwise deliverable
                  upon exercise or the maximum number of previously owned shares
                  an Option  holder may  deliver  shall be based on the  maximum
                  federal,  state and local taxes payable by the Option  holder.
                  Notwithstanding  the foregoing  provisions,  the Committee may
                  include  in  the  Option   Agreement   relating  to  any  such
                  Nonqualified  Stock Option provisions  limiting or eliminating
                  the Option holder's  ability to pay his or her withholding tax
                  obligation  with  shares  of  Common  Stock  or,  if  no  such
                  provisions  are  included in the Option  Agreement  but in the
                  opinion  of the  Committee  such  withholding  would  have  an
                  adverse tax or  accounting  effect to the  Corporation,  at or
                  prior  to  exercise  of  the  Nonqualified  Stock  Option  the
                  Committee  may so  limit  or  eliminate  the  Option  holder's
                  ability  to pay his or her  withholding  tax  obligation  with
                  shares  of  Common   Stock.   Notwithstanding   the  foregoing
                  provisions,  a holder of a  Nonqualified  Stock Option may not
                  elect any of the methods of satisfying his or her  withholding
                  tax  obligation  in respect of any exercise if, in the opinion
                  of  counsel  to  the  Corporation,   (i)  the  holder  of  the
                  Nonqualified   Stock  Option  is  or  within  the  six  months
                  preceding such exercise was subject to reporting under Section
                  16(a)  of the  Exchange  Act and (ii)  there is a  substantial
                  likelihood  that the election or timing of the election  would
                  subject the holder to a  substantial  risk of liability  under
                  Section 16 of the Exchange Act.

7:04              An Option  holder at any time may elect in  writing to abandon
                  an Option in respect of all or part of the number of shares of
                  Common  Stock as to  which  the  Option  shall  not have  been
                  exercised.

7:05              An  Option   holder  shall  have  none  of  the  rights  of  a
                  stockholder  of the  Corporation  until  the  shares of Common
                  Stock  covered by the Option are issued  upon  exercise of the
                  Option.




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                                  ARTICLE 8:00

                Terms and Conditions of Stock Appreciation Rights

8:01              Each Stock Appreciation Right granted pursuant to the
                  Plan shall be evidenced by a Stock Appreciation Right
                  Agreement in such form as the Committee from time to time
                  may determine.  Notwithstanding the foregoing provision,
                  Stock Appreciation Rights granted in tandem with a
                  related Option shall be evidenced by the Option Agreement
                  in respect of the related Option.

8:02              Each Stock Appreciation Right shall entitle the holder,
                  subject to the terms and conditions of the Plan, to
                  receive upon exercise of the Stock Appreciation Right an
                  amount, payable in cash or shares of Common Stock
                  (determined based on the Fair Market Value of a share of
                  Common Stock on the date the notice set forth in
                  Section 9:01 is received by the Corporation), equal to
                  the Fair Market Value of a share of Common Stock on the
                  date of receipt by the Corporation of the notice required
                  by Section 9:01 less the Stock Appreciation Right Base
                  Price.  Notwithstanding the foregoing provision, each
                  Stock Appreciation Right that is granted in tandem with
                  a related Option shall entitle the holder, subject to the
                  terms and conditions of the Plan, to surrender to the
                  Corporation for cancellation all or a portion of the
                  related Option, but only to the extent such Stock
                  Appreciation Right and related Option then are
                  exercisable, and to be paid therefor an amount, payable
                  in cash or shares of Common Stock (determined based on
                  the Fair Market Value of a share of Common Stock on the
                  date the notice set forth in Section 9:01 is received by
                  the Corporation), equal to the Fair Market Value of a
                  share of Common Stock on the date of receipt by the
                  Corporation of the notice required by Section 9:01 less
                  the Stock Appreciation Right Base Price.

8:03              Each Stock Appreciation Right, subject to the other
                  limitations set forth in the Plan, may extend for a
                  period of up to 10 years from the date on which it is
                  granted.  The term of each Stock Appreciation Right shall
                  be determined by the Committee at the time of grant of
                  the Stock Appreciation Right, provided that if no term is
                  established by the Committee the term of the Stock
                  Appreciation Right shall be 10 years from the date on
                  which it is granted.

8:04              Unless  otherwise  provided  by the  Committee,  the number of
                  Stock  Appreciation  Rights  granted  pursuant  to each  Stock
                  Appreciation  Right  Agreement  shall  be  divided  into  four
                  installments  of 25%  each.  The  first  installment  shall be
                  exercisable  12 months  after the date the Stock  Appreciation
                  Right was granted, and each succeeding


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                  installment  shall be exercisable 12 months after the date the
                  immediately  preceding  installment became  exercisable.  If a
                  Stock  Appreciation  Right  holder does not exercise the Stock
                  Appreciation  Right to the  extent  that he or she at any time
                  has become entitled to exercise,  the Stock Appreciation Right
                  holder may exercise all or any part of the Stock  Appreciation
                  Right at any  subsequent  time  during  the term of the  Stock
                  Appreciation Right.

8:05              Stock  Appreciation   Rights  shall  be  nontransferable   and
                  nonassignable,  except that Stock  Appreciation  Rights may be
                  transferred  by  testamentary  instrument  or by the  laws  of
                  descent.

8:06              Upon   voluntary  or   involuntary   termination  of  a  Stock
                  Appreciation  Right  holder's  employment,  his or  her  Stock
                  Appreciation   Right  and  all  rights   thereunder  shall  be
                  terminated  except  to the  extent  previously  exercised  and
                  except as provided in Sections 8:07, 8:08, and 8:09.

8:07              In the event a Stock Appreciation Right holder (i) ceases
                  to be an executive or other key employee of the
                  Corporation or any of its subsidiaries due to involuntary
                  termination, (ii) takes a leave of absence from the
                  Corporation or any of its subsidiaries for personal
                  reasons or as a result of entry into the armed forces of
                  the United States, or any of the departments or agencies
                  of the United States government, or (iii) terminates
                  employment by reason of illness, disability, or other
                  special circumstance, the Committee may consider his or
                  her case and may take such action in respect of the
                  related Stock Appreciation Right Agreement as it may deem
                  appropriate under the circumstances, including
                  accelerating the time previously granted Stock
                  Appreciation Rights may be exercised and extending the
                  time following the Stock Appreciation Right holder's
                  termination of employment during which the Stock
                  Appreciation Right holder is entitled to exercise the
                  Stock Appreciation Rights, provided that in no event may
                  any Stock Appreciation Right be exercised after the
                  expiration of the term of the Stock Appreciation Right.

8:08              If a Stock Appreciation Right holder dies during the term
                  of his or her Stock Appreciation Right without having
                  fully exercised the Stock Appreciation Right, the
                  executor or administrator of the Stock Appreciation Right
                  holder's estate or the person who inherits the right to
                  exercise the Stock Appreciation Right by bequest or
                  inheritance shall have the right within three years of
                  the Stock Appreciation Right holder's death to exercise
                  the Stock Appreciation Rights that the deceased Stock
                  Appreciation Right holder was entitled to purchase at the
                  date of death, after which the Stock Appreciation Right
                  shall lapse, provided that in no event may any Stock


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<PAGE>



                  Appreciation  Right be exercised  after the  expiration of the
                  term of the Stock Appreciation Right.

8:09              If a Stock Appreciation Right holder's employment is
                  terminated without having fully exercised the Stock
                  Appreciation Right and (i) the Stock Appreciation Right
                  holder is 62 years of age or older, or (ii) the Stock
                  Appreciation Right holder has been employed by the
                  Corporation or any of its subsidiaries for at least 10
                  years and the Stock Appreciation Right holder's age plus
                  years of such employment total not less than 55 years,
                  then such Stock Appreciation Right holder shall have the
                  right within three years of the Stock Appreciation Right
                  holder's termination of employment to exercise the Stock
                  Appreciation Rights that the Stock Appreciation Right
                  holder was entitled to exercise at the date of
                  termination, after which the Stock Appreciation Right
                  shall lapse, provided that in no event may any Stock
                  Appreciation Right be exercised after the expiration of
                  the term of the Stock Appreciation Right.

8:10              The  granting of a Stock  Appreciation  Right  pursuant to the
                  Plan shall not  constitute  or be evidence of any agreement or
                  understanding,  expressed  or  implied,  on  the  part  of the
                  Corporation  or any of its  subsidiaries  to employ  the Stock
                  Appreciation Right holder for any specified period.


                                  ARTICLE 9:00

                Methods of Exercise of Stock Appreciation Rights

9:01              A Stock Appreciation Right holder (or other person or
                  persons, if any, entitled to exercise a Stock
                  Appreciation Right hereunder) desiring to exercise a
                  Stock Appreciation Right granted pursuant to the Plan
                  shall notify the Corporation in writing at its principal
                  office at 701 East Joppa Road, Towson, Maryland 21286, to
                  that effect, specifying the number of Stock Appreciation
                  Rights to be exercised.  Such written notice may be given
                  by means of a facsimile transmission.  If a facsimile
                  transmission is used, the Stock Appreciation Right holder
                  should mail the original executed copy of the written
                  notice to the Corporation promptly thereafter.

9:02              The Committee in its sole discretion shall determine
                  whether a Stock Appreciation Right shall be settled upon
                  exercise in cash or in shares of Common Stock.  The
                  Committee, in making such a determination, may from time
                  to time adopt general guidelines or determinations as to
                  whether Stock Appreciation Rights shall be settled in
                  cash or in shares of Common Stock.



                                     - 13 -

<PAGE>




                                  ARTICLE 10:00

                Terms and Conditions of Cash Appreciation Rights

10:01             Cash Appreciation Rights may be granted concurrently with
                  Options or Stock Appreciation Rights granted pursuant to
                  the Plan at the discretion of the Committee.  If Cash
                  Appreciation Rights are granted to an Option holder or a
                  Stock Appreciation Right holder, the number of Cash
                  Appreciation Rights granted to the Option holder or Stock
                  Appreciation Right holder shall equal the number of
                  shares of Common Stock that may be purchased upon
                  exercise of the related Option or the number of Stock
                  Appreciation Rights granted, as the case may be.

10:02             Cash Appreciation Rights shall entitle the Option holder
                  or Stock Appreciation Right holder, as the case may be,
                  subject to the terms and conditions of the Plan including
                  but not limited to the limitations set forth in
                  Section 10:03, to receive from the Corporation or the
                  subsidiary employing the Option holder or Stock
                  Appreciation Right holder, as the case may be, upon
                  exercise of all or part of the related Option or Stock
                  Appreciation Right, as the case may be, or in the case of
                  Options granted in tandem with Stock Appreciation Rights
                  upon the surrender of all or part of the related Option
                  granted in exchange for the exercise of Stock Apprecia-
                  tion Rights granted to the Option holder pursuant to the
                  Plan, a payment in cash equal to the sum of (i) the
                  increase in income taxes, if any, incurred by the Option
                  holder or Stock Appreciation Right holder, as the case
                  may be, as a result of the full or partial exercise of
                  the related Option or Stock Appreciation Right, as the
                  case may be, and (ii) the increase in income taxes, if
                  any, incurred by the Option holder or Stock Appreciation
                  Right holder, as the case may be, as a result of receipt
                  of this cash payment.

10:03             In no event shall the payment in respect of a Cash
                  Appreciation Right exceed the increase, if any, of the
                  Fair Market Value of a share of Common Stock on the date
                  of exercise of the related Option or Stock Appreciation
                  Right, as the case may be, over the exercise price per
                  share of the related Option or the Stock Appreciation
                  Right Base Price of the related Stock Appreciation Right,
                  as the case may be.




                                     - 14 -

<PAGE>


                                  ARTICLE 11:00

                    Amendments and Discontinuance of the Plan

11:01             The Board of Directors shall have the right at any time
                  and from time to time to amend, modify, or discontinue
                  the Plan provided that, except as provided in
                  Section 5:03, no such amendment, modification, or
                  discontinuance of the Plan shall (i) revoke or alter the
                  terms of any valid Option, Stock Appreciation Right, or
                  Cash Appreciation Right previously granted pursuant to
                  the Plan, (ii) increase the number of shares of Common
                  Stock to be reserved for issuance and sale pursuant to
                  Options or Stock Appreciation Rights granted pursuant to
                  the Plan, (iii) decrease the price determined pursuant to
                  the provisions of Section 6:02 or increase the amount of
                  cash or shares of Common Stock that a Stock Appreciation
                  Right holder is entitled to receive upon exercise of a
                  Stock Appreciation Right, (iv) change the class of
                  employee to whom Options or Stock Appreciation Rights may
                  be granted pursuant to the Plan, or (v) provide for
                  Options or Stock Appreciation Rights exercisable more
                  than 10 years after the date granted.


                                  ARTICLE 12:00

                Plan Subject to Governmental Laws and Regulations

12:01             The Plan and the grant and exercise of Options, Stock
                  Appreciation Rights, and Cash Appreciation Rights
                  pursuant to the Plan shall be subject to all applicable
                  governmental laws and regulations.  Notwithstanding any
                  other provision of the Plan to the contrary, the Board of
                  Directors may in its discretion make such changes in the
                  Plan as may be required to conform the Plan to such laws
                  and regulations.


                                  ARTICLE 13:00

                              Duration of the Plan

13:01             No  Option  or  Stock  Appreciation  Right  shall  be  granted
                  pursuant  to the Plan after the close of  business on November
                  16, 1999.


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