Exhibit 10(e)


                    THE BLACK & DECKER 1992 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 11:00 of the Plan.

1:03              The term "Change in Control" shall have the meaning
                  provided in Section 10:02 of the Plan.

1:04              The term "Code" shall mean the Internal  Revenue Code of 1986,
                  as amended, and any regulations promulgated thereunder.

1:05              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.

1:06              The term "Common Stock" shall mean the shares of common stock,
                  par value $.50 per share, of the Corporation.

1:07              The term "Corporation" shall mean The Black & Decker
                  Corporation.

1:08              The term "Exchange Act" shall mean the Securities
                  Exchange Act of 1934, as amended.


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1:09              The term "Fair Market Value of a share of Common Stock"
                  shall mean the average of the high and low sale price per
                  share of Common Stock as 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 average of the high and low sale 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.

1:10              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.

1:11              The term  "Limited  Stock  Appreciation  Right"  shall  mean a
                  limited  tandem  stock  appreciation  right that  entitles the
                  holder to receive  cash upon a Change in Control  pursuant  to
                  Article 10:00 of the Plan.

1:12              The term  "Nonqualified  Stock  Option"  shall mean any Option
                  granted  pursuant to the Plan that is not an  Incentive  Stock
                  Option.

1:13              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.

1:14              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.

1:15              The term  "Plan"  shall  mean The  Black & Decker  1992  Stock
                  Option Plan as approved by the Board of  Directors on February
                  20, 1992, and adopted by the  stockholders  of the Corporation
                  at the 1992 Annual Meeting of Stockholders, as the same may be
                  amended from time to time.

1:16              The term "Rights" shall include Stock Appreciation
                  Rights, Limited Stock Appreciation Rights and Cash
                  Appreciation Rights.

1:17              The  term  "Section   162(m)   Regulations"   shall  mean  the
                  regulations adopted pursuant to Section 162(m) of the Code.

1:18              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.

1:19              The term "Stock Appreciation Right Agreement" shall mean
                  the written agreement representing Stock Appreciation


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                  Rights granted pursuant to the Plan as contemplated by Article
                  8:00 of the Plan.

1:20              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
                  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.

1:21              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 May 31, 1992, and provided further that the
                  Committee may grant Options or Rights pursuant to the
                  Plan prior to stockholder approval if such Options or
                  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.



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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 or Rights, and shall
                  determine the numbers of shares on which Options should
                  be granted or upon which Rights should be based to each
                  such person and the nature of the Options or Rights to be
                  granted.

3:04              Options and Rights  shall be granted by the  Corporation  only
                  upon prior approval of the  Committee,  and upon the execution
                  of an Option Agreement or Stock  Appreciation  Right Agreement
                  between  the  Corporation  and the Option  holder 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 at the date of grant of an  Option  or Right
                  are regular,  full-time employees of the Corporation or any of
                  its subsidiaries and who 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  total
                  combined   voting  power  of  all  classes  of  stock  of  the
                  Corporation 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 or
                  Stock Appreciation Rights pursuant to the Plan and for
                  issuance and sale pursuant to such Options or Stock
                  Appreciation Rights 2,400,000 shares of Common Stock.  To
                  determine the number of shares of Common Stock available
                  at any time for the granting of Options 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


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                  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. 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 Common  Stock again shall be
                  available for issuance  pursuant to the exercise of Options 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  2,400,000  shares and no more than 2,400,000
                  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              Subject to the provisions of Section 10:02, 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 Stock Appreciation Rights granted
                  pursuant to the Plan but not then exercised, and in the
                  number of Rights, if any, 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


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                  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.

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 and distribution.

6:06              Upon voluntary or involuntary termination of an Option
                  holder's employment, his or her Option and all rights
                  thereunder shall terminate effective at the close of
                  business on the date the Option holder ceases to be a
                  regular, full-time employee of the Corporation or any of
                  its subsidiaries, except (i) to the extent previously
                  exercised, (ii) as provided in Sections 6:07, 6:08, and
                  6:09, and (iii) in the case of involuntary termination of
                  employment, for a period of 30 days thereafter the Option
                  holder shall be entitled to exercise that portion of the
                  Option which was exercisable at the close of business on
                  the date the Option holder ceased to be a regular, full-
                  time employee of the Corporation or any of its
                  subsidiaries.

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


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                  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
                  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


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                           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.


                                  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              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


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                  (c)      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.

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
                  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


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                  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.


                                  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


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                  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
                  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
                  terminate effective as of the close of business on the
                  date the Stock Appreciation Right holder ceases to be a
                  regular, full-time employee of the Corporation or any of
                  its subsidiaries, except (i) to the extent previously


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                  exercised, (ii) except as provided in Sections 8:07, 8:08, and
                  8:09,  and  (iii) in the case of  involuntary  termination  of
                  employment,  for a  period  of 30 days  thereafter  the  Stock
                  Appreciation  Right holder shall be entitled to exercise  that
                  portion of the Stock  Appreciation Right which was exercisable
                  at the close of  business  on the date the Stock  Appreciation
                  Right holder ceased to be a regular, full-time employee of the
                  Corporation or any of its subsidiaries.

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 his or
                  her 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
                  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


                                     - 12 -

<PAGE>



                  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 and absolute 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.


                                  ARTICLE 10:00

                        Limited Stock Appreciation Rights

10:01             Notwithstanding   any  other   provision  of  the  Plan,   the
                  Committee,  in their sole and absolute  discretion,  may grant
                  Limited Stock Appreciation  Rights entitling Option holders to
                  receive, in connection with a Change in


                                     - 13 -

<PAGE>



                  Control  (as  defined in  Section  10:02),  a cash  payment in
                  cancellation  of all of their Options which are outstanding on
                  the date the Change in  Control  occurs  (whether  or not such
                  Options are then presently  exercisable),  which payment shall
                  be equal to the  number of  shares  covered  by the  cancelled
                  Options  multiplied  by the excess over the exercise  price of
                  the  Options of the higher of the (i) Fair  Market  Value of a
                  share of Common  Stock on the date of the Change in Control or
                  (ii) the highest per share price paid for the shares of Common
                  Stock in connection with the Change in Control (with the value
                  of any  noncash  consideration  paid in  connection  with  the
                  Change in Control to be  determined  by the  Committee  in its
                  sole and  absolute  discretion).  For purposes of this Section
                  10:01 as well as the other  provisions  of this Plan,  once an
                  Option or  portion  of an  Option  has  terminated,  lapsed or
                  expired,  or  has  been  abandoned,  in  accordance  with  the
                  provisions  of the Plan,  the  Option  (or the  portion of the
                  Option) that has  terminated,  lapsed or expired,  or has been
                  abandoned,  shall  cease  to  be  outstanding.  Limited  Stock
                  Appreciation Rights shall not be exercisable at the discretion
                  of the  holder but shall  automatically  be  exercised  upon a
                  Change in Control.

10:02             For purposes of Section 10:01 of the Plan, a "Change in
                  Control" shall mean a change in control of the
                  Corporation 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 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; or
                  (B) during any period of two consecutive years,
                  individuals who at the beginning of such period
                  constitute the Board of Directors 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 (C) of this
                  Section 10.02) whose election by the Board of Directors
                  or nomination for election by the Corporation's
                  stockholders was approved by a vote of at least two-


                                     - 14 -

<PAGE>



                  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;  or (C) 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.


                                  ARTICLE 11:00

                Terms and Conditions of Cash Appreciation Rights

11:01             Cash Appreciation Rights may be granted concurrently with
                  Options or Stock Appreciation Rights granted pursuant to
                  the Plan in the sole and absolute 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.

11:02             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
                  11:03, 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 Appreciation 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


                                     - 15 -

<PAGE>



                  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.

11:03             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.


                                  ARTICLE 12:00

                    Amendments and Discontinuance of the Plan

12:01             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 discon-
                  tinuance of the Plan shall (i) revoke or alter the terms
                  of any valid Option, Stock Appreciation Right, Limited
                  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 13:00

                Plan Subject to Governmental Laws and Regulations

13:01             The Plan and the grant and exercise of Options, Stock
                  Appreciation Rights, Limited 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
                  sole and absolute discretion make such changes in the
                  Plan as may be required to conform the Plan to such laws
                  and regulations.


                                     - 16 -

<PAGE>




                                  ARTICLE 14:00

                              Duration of the Plan

14:01             No  Option  or  Stock  Appreciation  Right  shall  be  granted
                  pursuant  to the Plan after the close of  business on February
                  19, 2002.



                                     - 17 -