EXHIBIT 10 (p)

THE BLACK & DECKER SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

The
Black & Decker Supplemental Executive Retirement Plan provides certain supplemental
retirement benefits for selected executive employees of The Black & Decker Corporation
and its subsidiaries and affiliates. This Plan is intended to provide supplemental
retirement benefits primarily for a select group of management and highly paid executive
employees.

SECTION 1 
Definitions

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

Accelerated
Payment Methodmeans one of the methods of payment described in Section
7(c).

Actuarial
Equivalent means a benefit having the same actuarial value, based on
the actuarial assumptions used in calculating benefits under The Black & Decker
Pension Plan, and such other reasonable actuarial assumptions and methods that may be
adopted by the Committee from time to time, in its sole discretion, for use in determining
benefits under this Plan. Notwithstanding the foregoing, in the event a Participant has
elected to receive an Accelerated Payment Method, the amount of the lump sum payment or
installment payments (including the spouses benefit) shall be calculated (A) using
(i) an interest rate equal to four and one-half percent (4.5%) and (ii) the 1994 Group
Annuity Reserving Table (determined on a unisex basis and projected to 2002, all as
described in IRS Revenue Ruling 2001-62); (B) assuming that (i) the Participant
will earn no wages subject to the Social Security Act, (ii) the Participant will not
further accrue any Other Retirement Benefits after his or her Benefit Commencement Date,
(iii) the Participants Social Security retirement benefits and all Other Retirement
Benefits will begin at the earliest date they are available after the Participants
Benefit Commencement Date, and (iv) the Participant, if married, will elect the form of
payment for the Other Retirement Benefits that provides his or her spouse the largest
benefit following the Participants death; and (C) using such other reasonable
actuarial assumptions and methods that may be adopted by the Committee from time to time,
in its sole discretion, for this purpose.

Benefit
Commencement Date means (A) in the case of a Participant who is not a
Protected Participant, the later of the date at which the Participants Credited
Service ends or the date the Participant attains age 55 and five years of Credited Service
and (B) in the case of a Protected Participant, the later of the date at which his or her
Credited Service ends or the Participants 55th birthday. Notwithstanding
the foregoing, if a Participants Separation from Service occurs due to Disability
prior to the Participants Normal Retirement Date, the Participants Benefit
Commencement Date shall mean the Participants Normal Retirement Date.

Black
& Decker means the Corporation and all of its direct and indirect
subsidiaries and its affiliates.

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Board
means the Corporations Board of Directors.

Change
in Control of the Corporation means any of the following:

(A)       
          The acquisition by any one person or more than one person acting as a group of
          any of the Corporations stock, if the sum of the stock so acquired plus
          the stock held by that person or group before the acquisition constitutes more
          than fifty percent (50%) of the total fair market value or total voting power of
          the stock of the Corporation and the stock held by that person or group
          immediately before that acquisition constituted fifty percent (50%) or less of
          the then total fair market value or total voting power of the stock of the
          Corporation. An increase in the percentage of the Corporations stock owned
          by any one person or persons acting as a group as a result of a transaction in
          which the Corporation acquires its stock in exchange for property will be
          treated as an acquisition of stock for this purpose. This paragraph (A) only
          applies when there is a transfer of stock of the Corporation (or issuance of
          stock of the Corporation) and stock in the Corporation remains outstanding after
          the transaction.

(B)       
          The acquisition by any one person or more than one person acting as a group
          during the 12-month period ending on the most recent such acquisition by that
          person or group of ownership of stock of the Corporation possessing thirty-five
          percent (35%) or more of the total voting power of the stock of the Corporation
          and the stock held by that person or group immediately before that acquisition
          constituted less than thirty-five percent (35%) of the then total voting power
          of the stock of the Corporation.

(C)       
          A majority of the members of the Board is replaced during any 12-month period by
          directors whose appointment or election is not endorsed by a majority of the
          members of the Board prior to the date of the appointment or election, provided
          that no other corporation is the majority stockholder of the stock of the
          Corporation.

(D)       
          The acquisition by any one person or more than one person acting as a group
          during the 12-month period ending on the most recent such acquisition by that
          person or group of assets of the Corporation that have a total gross fair market
          value equal to or more than forty percent (40%) of the total gross fair market
          value of all of the Corporations assets immediately prior to such
          acquisition or acquisitions. For this purpose, gross fair market value means the
          value of the Corporations assets, or the value of the assets being
          disposed of, determined without regard to any liabilities associated with those
          assets. There is no Change in Control of the Corporation under this Paragraph
          (D) when there is a transfer to an entity that is controlled by the shareholders
          of the Corporation immediately after the transfer. A transfer of assets will not
          qualify as a Change in Control of the Corporation under this Paragraph (D) if
          the assets are transferred to: (i) a shareholder of the Corporation immediately
          before the transfer in exchange for or with respect to the Corporations
          stock; (ii) an entity, fifty percent (50%) or more of the total value or voting
          power of which is owned, directly or indirectly, by the Corporation; (iii) a
          person, or more than one person acting as a group, that owns, directly or
          indirectly, fifty percent (50%) or more of the total value or voting power of
          all of the outstanding stock of the Corporation; or (iv) an entity, at least
          fifty percent (50%) of the total value or voting power of which is owned,
          directly or indirectly, by a person, or more than one person acting as a

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group,
          that owns, directly or indirectly, fifty percent (50%) or more of the total
          value or voting power of all of the outstanding stock of the Corporation.

For
the purpose of interpreting this definition of Change in Control of the
Corporation, the following rules apply:

| | (1)       
               Persons will be considered as acting as a group only if they are owners of a
               corporation that enters into a merger, consolidation, purchase or acquisition of
               assets, or similar business transaction with the Corporation. If a person,
               including an entity shareholder, owns stock in the Corporation and the other
               corporation that enters into a merger, consolidation, purchase or acquisition of
               stock, or similar transaction with respect to the Corporation, that shareholder
               is considered to be acting as a group with other shareholders in a corporation
               only to the extent of the ownership in that corporation prior to the transaction
               giving rise to the Change in Control event and not with respect to the ownership
               interest in the other corporation.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)       
               Ownership shall be determined taking into account the attribution rules set
               forth in Section 318(a) of the Code. Stock underlying a vested option is
               considered owned by the option holder and non-vested stock is not considered
               owned by the option holder.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3)       
               If any one person, or more than one person acting as a group, is considered to
               effectively control the Corporation as described in Paragraphs (B) & (C)
               above, the acquisition of additional control of the Corporation by the same
               person or persons is not considered to cause a change in the effective control
               of the Corporation or to cause a change in the ownership of the Corporation for
               the purposes of this definition.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4)       
               Each Change in Control event described in this definition is intended to
               constitute a change in ownership or effective control of the Corporation or in
               the ownership of a substantial portion of the Corporations assets within
               the meaning of Section 409A(a)(2)(A)(v) of the Code and the IRS guidance issued
               thereunder and this Plan shall be interpreted accordingly.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Codemeans the Internal Revenue Code of 1986, as amended from time to time, and
any successor to that statute.

Committee
means the Compensation Committee of the Board.

Corporation
means The Black & Decker Corporation, a Maryland corporation.

Credited
Service means all Benefit Service Credit as defined in and credited
to the Participant under The Black & Decker Pension Plan (or, if the Participant was
not eligible to participate in The Black & Decker Pension Plan for any period of
employment by Black & Decker, the Benefit Service Credit that would have been credited
under The Black & Decker

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Pension Plan for that period of employment by Black &
Decker, if the Participant had been eligible to participate in that plan) plus the
Participants Salary Continuance Period. Except as credited under The Black &
Decker Pension Plan or unless otherwise determined by the Committee in its sole
discretion, Credited Service under this Plan shall not include any period of employment
with any company during any period when that company was not a subsidiary or affiliate of
the Corporation. Credited Service also includes all periods of Disability beginning while
the Employeeis employed by Black & Decker and continuing as long
as the Disability continues up until the Participants Normal Retirement Date.
Notwithstanding anything to the contrary, no loss of Credited Service will occur by reason
of an interruption in an Employees period of Credited Service, regardless of the
length of that interruption, and no Participant shall receive duplicate Credited Service
for the same period of time, whether as a result of the terms of this Plan, The Black
& Decker Pension Plan, any other plan provided or maintained by Black & Decker, or
any individual agreement between the Participant and Black & Decker.

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

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

Effective
Date means January 1, 2005, the effective date of this amended and
restated Plan. The Prior Plan was originally effective as of January 1, 1984.

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

Final
Average Pay means the average monthly amount of the
Participants Pay for the three years (whether or not consecutive) in which the
Participants Pay was the highest out of each of the seven-year periods that end on
the following dates, whichever seven-year period produces the highest average:

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|(A) |  | the Participants Termination Date;
|--- |  | -----------------------------------

|(B) |  | if the Participants Termination Date is not December 31st of
          any given year, the December 31st immediately preceding the
          Participants Termination Date;
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) |  | the last day of the Participants Salary Continuance Period, if applicable;
|--- |  | ---------------------------------------------------------------------------

|(D) |  | if the last day of the Participants Salary Continuance Period is not
          December 31st of any given year, the December 31st
          immediately preceding the last day of the Participants Salary Continuance
          Period, if applicable;
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(E) |  | in the case of a Protected Participant only, the date of the applicable Change
          in Control of the Corporation; and
|--- |  | ---------------------------------------------------------------------------------------------------------------------------

|(F) |  | in the case of a Protected Participant only, if the date of the applicable
          Change in Control of the Corporation is not December 31st of any
          given year, the December 31st immediately preceding the date of the
          applicable Change in Control of the Corporation.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Monthly
Benefit means the amount determined under Section 3(a) as reduced by
Sections 3(b) and 3(c).

Normal
Retirement Date means the first day of the calendar month coincident
with or next following the date upon which the Participant attains age 60 and 5 years of
Credited Service; provided, however, that, in the case of a Protected Participant, the
Normal Retirement Date shall be the first day of the calendar month coincident with or
next following the Participants 60th birthday, regardless of his or her Credited
Service.

Other
Retirement Benefits means the amount (actuarially adjusted, as
described below) of all retirement, disability income and death benefits, or the like,
whether tax-qualified or non-qualified, that the Participant or the Participants
surviving spouse is entitled to receive in the applicable month under all plans or
arrangements provided, maintained or funded, in part or in whole, by any of the
Participants employers or former employers (whether or not affiliated with Black
& Decker), including all Social Security Benefits, but excluding: (A) any portion of
those retirement, disability income or death benefits (other than Social Security
Benefits) that is attributable to the Participants contributions, including
contributions made by the Participants employer pursuant to a salary reduction
agreement with the Participant (such as under The Black & Decker Executive Deferred
Compensation Plan or The Black & Decker Supplemental Retirement Savings Plan); (B) any
death benefits under a life insurance contract with a life insurance company; (C) any
defined contribution pension, profit sharing or stock bonus plan, unless that plan is
intended to provide the primary source of retirement income (in addition to Social
Security Benefits) funded by Black & Decker or any other employer for the employees at
any location covered by that plan; (D) any payments to the Participant (including any
parachute payments within the meaning of Section 280G of the Code) made
pursuant to an individual agreement in writing between the Participant and Black &
Decker and as a result of a change in the ownership or effective control of the
Corporation or a change in the ownership of a

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substantial portion of the
Corporations assets; (E) any amounts paid under an individual written agreement
between the Participant and Black & Decker which agreement expressly refers to this
Plan and provides that those amounts shall not reduce the benefits under this Plan or
otherwise are in addition to the benefits payable under this Plan; and (F) any amount that
constitutes Pay, as defined in this Plan. Notwithstanding anything to the contrary, the
amount of the Participants or spouses Other Retirement Benefits in any month
shall be increased or decreased so that the amount of those Other Retirement Benefits
offset against the monthly benefit payable under this Plan is the Actuarial Equivalent of
the Other Retirement Benefits that the Participant or spouse could or would otherwise have
received that month but for the Participants or spouses election: (A) to
accelerate payment of those Other Retirement Benefits to a date that precedes the date
benefit payments commenced to the Participant or spouse under this Plan, (B) to defer the
commencement of payment of those Other Retirement Benefits beyond the earliest date those
payments could or would otherwise have been made, if that date is later than the date
benefit payments under this Plan commenced to the Participant or spouse or (C) to receive
those Other Retirement Benefits in any form of payment other than the available form of
payment that would have provided the largest monthly benefit to the Participant or spouse,
unless, and only to the extent that, the elected form of payment provides benefits to the
Participants spouse after the Participants death. Whether an actuarial
adjustment to the Participants or spouses Other Retirement Benefits is
appropriate and the amount of that adjustment is to be determined by the Committee, in its
sole discretion, based on the actuarial assumptions in effect when that adjustment is
first determined.

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

Pay
means (A) the actual compensation paid during the relevant period by Black & Decker to
the Participant for services as an Employee, including basic salary, bonuses, and annual
incentive awards, (B) any amounts contributed to any employee benefit plan pursuant to a
salary or other compensation reduction agreement with the Participant, and including, for
the year of deferral, amounts deferred by the Participant under any nonqualified deferred
compensation plan (such as The Black & Decker Executive Deferred Compensation Plan and
The Black & Decker Supplemental Retirement Savings Plan), (C) salary continuation
payments during sick leave and other authorized leaves of absence (other than long-term
disability benefits) and (D) the Participants Salary Continuance Payments. For the
purpose of determining the amount of the Participants Salary Continuance Payments
that constitutes Pay for any given period, the Participants total Salary Continuance
Payments shall be credited as Pay ratably over the Participants Salary Continuance
Period. The term Pay does not include any (A) long-term incentive awards or
other amounts paid pursuant to any long-range performance compensation plan, (B) amounts
paid pursuant to The Black & Decker Performance Equity Plan, (C) any non-cash
remuneration, imputed income (including income imputed under any group life insurance
program), perquisites and other cash or non-cash fringe benefits, such as (but not limited
to) reimbursements or allowances for expenses (such as automobile, moving or relocation,
country club, tax preparation, overseas housing, educational and similar expense
allowances), (D) contributions to or benefits under any employee pension or welfare
benefit plan or payments received by a Participant under any non-qualified deferred
compensation plan (such as The Black & Decker Executive Deferred Compensation Plan or
The Black & Decker

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Supplemental Retirement Savings Plan), (E) stock bonuses, income
attributable to discount stock purchases, stock options or stock appreciation rights, (F)
income attributable to the vesting of restricted property or benefits under any plan or
arrangement, or (G) allowances for or the provision of counseling or other personal
services (such as financial and tax counseling). For any period during which the
Participant is entitled to Credited Service by reason of a Disability, the
Participants Pay is deemed to continue during that Disability period at a monthly
rate equal to 1/12th of (i) the Participants basic salary (before any salary
reduction for contributions to any employee benefit plan pursuant to a salary reduction
agreement with the Participant) at the Participants annual salary rate in effect at
the date that the Disability began, plus (ii) all items (other than basic salary and such
salary reduction contributions) included in the Participants actual Pay during the
12-month period ending on the date that the Disability began.

Payment
Date means the latest of the Participants Benefit Commencement
Date, the date that is six (6) months and one (1) day after the Participants
Separation from Service or, if the Participant has elected to defer his or her Payment
Date pursuant to Section 7(c), the Payment Date so elected by the Participant.
Notwithstanding anything to the contrary, under all circumstances a Participants
benefits shall be paid or commence to be paid to a Participant no earlier nor later than
the Participants Payment Date, which shall not occur earlier than the date six (6)
months and one day after the date of the Participants Separation from Service,
except that (i) the death benefits payable to a Participants spouse shall be paid at
the date specified in Section 5(b)and (ii) in the case of a Participant whose
Payment Date would otherwise have occurred at any time in the 2005 calendar year and who
elects during the 2005 calendar year to receive the Accelerated Payment Method, the
Payment Date for that lump sum payment or those installment payments shall be deemed to be
the later of the first day of the calendar month after the date that election to
accelerate is filed with the Plan or the date six months and one day immediately after the
Participants Separation from Service with Black & Decker. Notwithstanding
anything to the contrary, if the Committee reasonably determines that the making of any
payment to a Participant under this Plan will violate Federal securities laws or other
applicable law, the Committee may delay a Participants Benefit Commencement Date
until the earliest date at which the Committee determines that the making of that payment
will not violate those laws.

Plan
means this document, entitled The Black & Decker Supplemental Executive
Retirement Plan, as it may be amended from time to time. This document completely
amends and restates The Black & Decker Supplemental Executive Retirement Plan
originally effective on January 1, 1984, and last amended and restated effective as of
April 27, 2004 (all versions of the Plan in effect before the Effective Date are referred
to in this Plan as the Prior Plan). Notwithstanding anything to the contrary,
the benefits under this Plan with respect to any Participant whose Termination Date
occurred prior to the Effective Date shall be determined under the terms of the Prior Plan
as in effect at that Participants Termination Date, without regard to any amendments
made to the Plan thereafter.

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

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Salary
Continuance Payments means (A) in the case of a Participant who is a
participant in the Salary Continuance Plan, the maximum Salary Continuance
payments (as defined in the Salary Continuance Plan), if any, that the Participant may be
eligible to receive under the Salary Continuance Plan; (B) all payments, if any, that are
in lieu of future compensation items that would otherwise constitute Pay under
the terms of this Plan and that the Participant may be entitled to receive, under the
terms of any individual agreement in writing between the Participant and Black &
Decker, as a result of the termination of his or her employment with Black & Decker
(whether by action of Black & Decker or the Participant); and (C) in the case of a
Protected Participant, all payments, if any, that are in lieu of future compensation items
that would otherwise constitute Pay under the terms of this Plan and that the
Protected Participant may be entitled to receive under the terms of any individual
agreement between the Participant and Black & Decker as a result of the termination of
the Participants employment with Black & Decker (whether by action of Black
& Decker or the Participant) coincident with or following a change in the ownership or
effective control of the Corporation or a change in the ownership of a substantial portion
of the Corporations assets. In all cases, a Participants entitlement to Salary
Continuance Payments and the amount thereof shall be determined at his or her Termination
Date, before any offset for severance pay, vacation pay, salary continuance, notice pay, a
termination indemnity or the like or compensation received from a subsequent employer,
without regard to whether those payments are made in one lump sum payment or periodically
and without regard to the amount of severance or salary continuance that is actually paid
to the Participant thereafter.

Salary
Continuance Period means the maximum period with respect to which the
Participants Salary Continuance Payments are to be measured under the terms of the
Salary Continuance Plan or applicable individual agreement, determined at the
Participants Termination Date, without regard to the actual period over which those
payments may be made and without regard to whether those payments are made in one lump sum
payment or periodically. Notwithstanding anything to the contrary, a Participants
Salary Continuance Period will be taken into account under this Plan only if the
Participant is entitled to Salary Continuance Payments at his or her Termination Date.

Salary
Continuance Plan means The Black & Decker Executive Salary
Continuance Plan, effective May 1, 1995, as amended from time to time, or any salary
continuance plan that is a successor to, or replacement for, that plan.

Separation
from Service means a separation from service within the meaning of
Section 409A(a)(2)(A)(i) of the Code.

Social
Security Benefit means the retirement, disability income or death
benefits under any plan or arrangement that is sponsored, mandated or administered by any
government and that provides or would provide retirement or disability income to the
Participant and to which any of the Participants employers or former employers
(whether or not affiliated with Black & Decker) has made contributions on the
Participants behalf.

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Termination
Date means the last date on which the Participant is actively
employed by, and renders services to, Black & Decker as an Employee prior to his or
her termination of employment with Black & Decker (whether by action of Black &
Decker or the Participant).

SECTION
2  Eligibility

Any
management or highly paid executive employee may be selected for participation in this
Plan by the Committee or any other committee of the Board designated by the Board for such
purpose and will automatically become a Participant on the date designated by that
committee. Any Employee who was still employed by Black & Decker and was a Participant
in the Prior Plan immediately prior to the Effective Date shall continue as a Participant
under this Plan without further action by the Board or any such committee.

SECTION
3  Retirement Benefit

(a)       
          Benefit Percentage. Any Participant whose Credited Service
          with Black & Decker terminates at or after the Participants Early
          Retirement Date or, in the case of a Protected Participant, whose Credited
          Service with Black & Decker terminates at any time, whether before or after
          his or her Early Retirement Date, is entitled to receive under this Plan a
          monthly benefit beginning on the Participants Payment Date and continuing
          for the Participants life that is the Actuarial Equivalent of the Monthly
          Benefit that would begin on the first day of the calendar month after the
          Participants Benefit Commencement Date and would continue for the
          Participants expected life. The amount of the Monthly Benefit (before the
          reductions in Sections 3(b) and 3(c)) is to be equal to:

|(A) |  | 50% of his or her Final Average Pay, in the case of a Participant (other than a
               Protected Participant) who has less than fifteen (15) years of Credited Service;
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | 60% of his or her Final Average Pay, in the case of a Participant (other than a
               Protected Participant) who has at least fifteen (15) years of Credited Service;
               and
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) |  | 60% of his or her Final Average Pay, in the case of a Protected Participant.
|--- |  | ----------------------------------------------------------------------------

(b)       
          Reduction for Early Commencement.. Notwithstanding anything
               to the contrary, in any case where the Participants Benefit Commencement
               Date occurs before his or her Normal Retirement Date, the Monthly Benefit, as
               determined under Section 3(a), shall be reduced by one-twelfth
               (1/12th) of 2 percentage points of Final Average Pay for each full
               calendar month by which the Participants Benefit Commencement Date
               precedes the Participants Normal Retirement Date.

(c)       
          Reduction for Less than 10 Years of Service. Notwithstanding anything to the contrary in this Plan, if a Participant (other
               than a Protected Participant) has less than 10 years of Credited Service at the
               Participants Benefit Commencement Date, the Monthly Benefit determined
               under Section 3(a), as reduced by any reduction required under Section 3(b) and
               before any offsets under Section 4, is to be multiplied by a fraction, the
               numerator of which

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equals the Participants years of Credited Service
               (including fractional years) and the denominator of which equals 10 years. This
               Section 3(c) shall not apply in the case of a Protected Participant.

(d)       
          Benefit Examples. Examples of the Monthly Benefit, as
               determined under this Section 3, are set forth in Schedule I attached to this
               Plan and incorporated into this Plan by this reference.

SECTION 4  Benefit
Offsets

Notwithstanding
anything to the contrary, the amount of the Participants benefit each month, as
determined under Section 3, and as reduced by any reduction required under Sections 3(b)
and 3(c), or the amount of the Participants surviving spouses benefit under
Section 5 is to be further reduced by the Other Retirement Benefits payable to the
Participant or spouse during that month.In the event that the Other
Retirement Benefits for any month exceed the monthly benefit payment for that month under
this Plan, determined under Section 3 or Section 5, such excess shall be carried over and
added to the Other Retirement Benefits for subsequent months, so that it is offset against
subsequent monthly benefit payments under this Plan until such excess is exhausted. The
offsets to the Participants or spouses benefits under this Section 4 are not
to be increased to reflect any increase in Other Retirement Benefits attributable to
increases in the cost-of-living after the Other Retirement Benefits commence and no
benefit is payable to the Participant or spouse in any month when those Other Retirement
Benefits (including carry-overs from prior months) exceed the monthly benefit amount
determined under Section 3, as reduced under Sections 3(b) and 3(c), or in the
spouses case, the benefit determined under Section 5. Notwithstanding anything to
the contrary, if the Participant returns to Credited Service after his or her Benefit
Commencement Date, then the Participants benefits under this Plan shall be
recomputed at the Participants subsequent Separation from Service and shall be
reduced by the Actuarial Equivalent of any benefits previously paid under this Plan to the
Participant and/or his or her spouse and shall again become payable in accordance with
Section 3. The Committee will decide, in its sole discretion, the manner in which these
offsets are to be applied.

SECTION 5  Death
Benefits

No
benefits under this Plan are payable after the Participants death except as
otherwise provided in this Section 5 or Section 7(c).

(a)       
          Eligibility for Death Benefit. In the case of a Participant
          (other than a Protected Participant) who dies before attaining age 55 and five
          years of Credited Service, no benefits under this Plan are payable after the
          Participants death. In the case of a Participant (other than a Protected
          Participant) who dies after attaining age 55 and five years of Credited Service,
          the Participants surviving spouse, if any, is entitled to receive the
          spouses death benefit described in Section 5(b). In the case of any
          Protected Participant who dies at any time, the Protected Participants
          surviving spouse, if any, is entitled to receive the spouses death benefit
          described in Section 5(b). The Participants spouse who is entitled to
          receive the payment(s) under this Section 5 shall be the person, if any, of the
          opposite sex to whom the Participant is legally

10

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married at the
          Participants Benefit Commencement Date or the Participants death,
          which ever happens first.

(b)       
          Spouses Death Benefit. The spouses death
          benefit under this Section 5(b) shall be a monthly payment for the spouses
          life beginning on the first day of the calendar month coincident with or
          immediately following the date of the Participants death (or, in the case
          of a Protected Participant only, the date that would have been the Protected
          Participants 55th birthday, if later than his or her date of
          death). The amount of the spouses monthly payment shall be equal to (i)
          one-half (50%) of the monthly benefit (determined under Section 3, but before
          the offsets under Section 4) that the Participant was receiving or would have
          been entitled to receive as of the date of the Participants death minus
          (ii) the offsets under Section 4.

SECTION 6  Vesting

(a)       
          General. Except in the case of a Protected Participant,
          upon termination of a Participants Credited Service at any time for any
          reason before the Participant attains age 55 and five years of Credited Service,
          the Participants (and the surviving spouses) right to benefits under
          this Plan shall be completely forfeited. In the case of a Protected Participant
          or his or her surviving spouse, all of the Protected Participants right to
          benefits under this Plan (except the surviving spouses right to receive
          death benefits under Sections 5 and 7(c)) shall be completely forfeited if the
          Protected Participant dies before his or her Benefit Commencement Date. Except
          in the case of a Protected Participant and his or her surviving spouse, if this
          Plan is terminated by the Corporation on or after the Participant attains age 55
          and five years of Credited Service but before the Participants Benefit
          Commencement Date, the Participant shall be entitled to receive the benefits
          under this Plan commencing at the Participants Payment Date in the amount
          the Participant would have received under this Plan based on the
          Participants Credited Service and Final Average Pay determined at this
          Plans termination date, and the Participants surviving spouse shall
          be entitled to receive the corresponding death benefit pursuant to Sections 5
          and 7(c). If this Plan is terminated or amended after a Change in Control of the
          Corporation, each Protected Participant who has not consented in writing to that
          termination or amendment shall be entitled to receive the benefits, commencing
          at his or her Payment Date, that is not less than the benefits the Protected
          Participant would have received, as a Protected Participant, if the Plan
          termination or amendment had not occurred and the Protected Participants
          surviving spouse shall be entitled to receive the corresponding death benefit
          pursuant to Sections 5 and 7(c). The benefits described in this Section 6(a) and
          payable to the Participant or his or her spouse shall be paid pursuant to the
          applicable Accelerated Payment Method, if the Participant elected the
          Accelerated Payment Method under Section 7(c).

(b)       
          Forfeiture for Cause. Notwithstanding anything to the
          contrary, in the case of a Participant other than a Protected Participant, all
          of the Participants (and surviving spouses) rights and benefits
          under this Plan shall be forfeited:

| | (i)       
               if the Participants employment with Black & Decker is terminated by
               reason of fraud, misappropriation or intentional material damage to the property
               or business of Black & Decker; commission of a felony; or the continuance of
               a willful and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

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| | repeated failure by the Participant to perform his or her duties
               after written notice to the Participant specifying such failure; or
| | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               if, during the period of 24 months beginning on his or her Termination Date, the
               Participant, without the Corporations written consent, enters into
               competition with Black & Decker or the Participant uses or discloses
               confidential information and shall immediately repay to the Corporation the full
               amount of any payments he or she received under this Plan.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notwithstanding
anything to the contrary, the provisions of this Section 6(b) shall not apply to the
rights and benefits under this Plan of a Protected Participant or the surviving spouse of
a Protected Participant.

(c)       
          Competition and Disclosure of Confidential Information. For
          purposes of this Section 6, the Participant shall be deemed to be in competition
          with Black & Decker if the Participant, directly or indirectly, solicits as
          a customer any company that is or was a customer of Black & Decker during
          the Participants employment, or that is or was a potential customer of
          Black & Decker with which Black & Decker has made business contacts
          during the Participants employment; provided, however, that solicitation
          of a company as a customer of any business that is not in direct or indirect
          competition with any of the types of businesses conducted by Black & Decker
          within any of the same territories as Black & Decker conducts such
          businesses shall not be prohibited hereby. In addition, a Participant will be
          deemed to be in competition with Black & Decker if the Participant directly
          or indirectly becomes an owner, officer, director, operator, sole proprietor,
          partner, joint venturer, contractor or consultant, or participates in or is
          connected with the ownership, operation, management or control of any company in
          direct or indirect competition with any of the types of businesses conducted by
          Black & Decker within any of the same territories as Black & Decker
          conducts such businesses; provided, however, that the ownership for investment
          of less than 5% of the outstanding stock of any of the classes of stock issued
          by a publicly held company shall not be deemed competition with Black &
          Decker for purposes of this Section 6. The Participant shall be deemed to have
          disclosed confidential information if the Participant uses or fails
          to preserve as confidential, communicates, or discloses to any person, orally,
          in writing or by publication, any information, regardless of when, where or how
          acquired relating to or concerning the affairs of Black & Decker to the
          actual or potential detriment of Black & Decker; provided, however, that the
          foregoing obligations shall not apply to information that is or becomes public
          through no fault of the Participant.

(d)       
          Committees Discretion. The Committee shall have the
          absolute right to determine in its sole discretion (i) whether or not a
          Participants employment was terminated as a result of an act described in
          Section 6(c), and (ii) whether or not a Participant has entered into competition
          with Black & Decker or has disclosed confidential information so as to cause
          a forfeiture of the Participants benefits hereunder.

SECTION 7 
Additional Provisions Concerning Benefits

(a)       
          Obligation to Inform. The payments under this Plan are
          conditioned on the agreement of the Participant and the Participants
          spouse (i) to inform the Committee of all

12

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retirement, disability, Social
          Security, death benefit and other benefit payments received or receivable by
          them that may reduce the Corporations obligations to pay benefits under
          this Plan and (ii) to provide all information about those payments that the
          Committee may reasonably request from time to time in order to administer this
          Plan.

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

(c)       
          Election of Accelerated Payment Method. Any Participant who
          is employed by Black & Decker after September 1, 2005 (or who has a
          contractual right to elect a lump sum payment, should that election be offered
          under the Plan), may make an irrevocable election to receive, in lieu of the
          annuity benefits provided under this Plan, the Accelerated Payment Method of his
          or her benefits under this Plan described in Paragraphs (1) and (2) in this
          Section 7(c). Any Participant who makes the Accelerated Payment Method election
          on or after February 9, 2006, may, as a part of that election, irrevocably elect
          to defer his or her Payment Date to any date that is at least six (6) months and
          one day after the Participants Separation from Service but not more than
          eighteen (18) months after his or her Separation from Service. The Accelerated
          Payment Method election shall be made in writing and signed by the Participant
          and must be received by the Plan Manager of The Black & Decker Pension Plan
          on or before the earlier of the Participants Benefit Commencement Date or
          December 31, 2006. Under all circumstances, once received by the Plan Manager,
          any Accelerated Payment Method election shall be irrevocable and shall apply to
          any benefits that become payable to the Participant and his or her spouse under
          this Plan. Notwithstanding anything to the contrary, if a Participant makes this
          election during the 2006 calendar year, the election shall not apply to any
          benefit payments the Participant would otherwise have received during the 2006
          calendar year and those payments shall be made at the time(s) they would
          otherwise have been paid during 2006.

| | (1)       
               If the Participants Payment Date occurs before his or her 65th
               birthday, the present value of the Participants benefits under the Plan
               (including the spouses benefit) shall be paid to him or her in five (5)
               equal annual installments that are the Actuarial Equivalent of the
               Participants benefits under this Plan as of the Benefit Commencement Date
               (including any benefits for the Participants spouse and after being
               reduced by the Actuarial Equivalent of all applicable benefit reductions and
               offsets), which installments shall be payable on the Participants Payment
               Date and the next four successive anniversaries of the Participants
               Payment Date, with those installment payments being calculated taking into
               account interest from the Benefit Commencement Date to the date of the last
               installment payment at the rate of four and one-half percent (4.5%).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

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| | (2)       
               If the Participants Payment Date occurs on or after the Participants
               65th birthday, the present value of the Participants benefits
               under the Plan (including the spouses benefit) shall be paid to him or her
               at the Payment Date in a lump sum payment that is the Actuarial Equivalent of
               the Participants benefits under this Plan as of the Benefit Commencement
               Date (including any benefits for the Participants spouse and after being
               reduced by the Actuarial Equivalent of all applicable benefit reductions and
               offsets).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3)       
               In the event a Participant validly elects the Accelerated Payment Method and
               dies before his or her Separation from Service, the Participants spouse,
               if any, shall receive the Actuarial Equivalent of the spouses death
               benefit under Section 5(b), payable in five (5) annual installment payments, if
               the Participant died before reaching age 65, or in a lump sum payment, if the
               Participant died on or after his or her 65th birthday, with the
               payment(s) beginning on the date the spouses death benefit would have
               commenced under Section 5(b). If the Participant dies before his or her
               Separation from Service and has no surviving spouse, then no benefit shall be
               payable to anyone under this Plan with respect to the Participant. If the
               Participant dies after his or her Separation from Service but before receiving
               the lump sum payment or all of the 5-year installment payments as elected under
               this Section 7(c), then that lump sum payment or the remaining installment
               payments shall be paid to the Participants spouse or, if the Participant
               has no surviving spouse, to the Participants estate, at the time those
               payments would have been paid to the Participant. The Participants spouse
               who is entitled to receive the payment(s) under this Section 7(c)(3) shall be
               the person, if any, of the opposite sex to whom the participant is legally
               married at the Participants death.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 8 
Corporations Obligations are Unfunded and Unsecured

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

14

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a selected group of Participants or all
Participants, as the Corporation may determine from time to time, in its absolute
discretion. Notwithstanding anything to the contrary, in the case of a Protected
Participant (or his or her spouse), if the Corporation or any of its affiliates or
subsidiaries takes any action (without the written consent of the Protected Participant
or, if the Protected Participant is deceased, his or her spouse) that causes the Protected
Participant or the Protected Participants spouse to incur income or other taxes with
respect to any benefit under this Plan before the date that benefit is payable to the
Protected Participant (or his or her spouse), the Corporation shall, within 60 days after
a demand therefor is made by the Protected Participant or his or her spouse, reimburse the
Protected Participant (or his or her spouse) for the full amount of those income or other
taxes as well as for the full amount of the income or other taxes the Protected
Participant (or his or her spouse) will incur with respect to such reimbursement or any
subsequent reimbursement hereunder. Benefits under this Plan shall be payable by the
Corporation from the Corporations general assets and no other company shall have any
responsibility or liability under this Plan. The Corporations liabilities under this
Plan shall, however, be discharged to the extent of any payment received by the
Participant (or the Participants surviving spouse) from any other company made for
that purpose and on the Corporations behalf or for its benefit.

SECTION 9 
Alienation or Encumbrance

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

SECTION 10  Other
Benefits

The
provisions of this Plan relate only to the specific benefits described in this Plan and
are not intended to affect any other benefits to which a Participant may be entitled as a
retiree or former employee of Black & Decker. Except as provided below in this Section
10, nothing contained in this Plan shall in any manner modify, impair or affect the
existing rights or interests of a Participant under any other benefit plan provided by
Black & Decker, and the rights and interests of a Participant to any benefits or as a
participant or beneficiary in or under any or all such plans shall continue in full force
and effect unimpaired, subject nonetheless to the eligibility requirements and other terms
of each such plan. This Section shall not be interpreted as modifying in any way the
effect that the Participants termination of employment and retirement has upon the
Participants rights under such other plans. The benefits provided under this Plan
are not to be applied as an offset against any other retirement or deferred compensation
benefits

15

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or payments that are otherwise to be provided by Black & Decker to the
Participant or the Participants beneficiaries; and those benefits or payments are to
be calculated first, ignoring this Plans existence. In no event shall any benefits
payable under this Plan be treated as salary or other compensation to a Participant for
the purpose of computing benefits to which the Participant may be entitled under any other
benefit plan of Black & Decker.

SECTION 11  No
Guarantee of Employment

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

SECTION 12 
Cooperation of Parties

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

SECTION 13  Benefit
Claims

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

|(1) |  | an explanation of the reason for the denial;
|--- |  | --------------------------------------------

|(2) |  | a specific reference to the applicable provisions of this Plan;
|--- |  | ---------------------------------------------------------------

|(3) |  | a description of any additional material or information necessary for the
          claimant to pursue the claim;
|--- |  | -----------------------------------------------------------------------------------------------------------------

|(4) |  | an explanation of the Plans claim review procedure described in this
          Section 13; and
|--- |  | -----------------------------------------------------------------------------------------------

|(5) |  | a statement of the claimants right to bring a civil action under ERISA
          Section 502(a) following denial of his or her claim.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------

Within
90 days of receipt of the notice described above, the claimant shall, if further review is
desired, file a written request for reconsideration with the Committee. A request for
reconsideration must include an explanation of the grounds for the requestand the facts supporting the claim. So long as the claimants request
for review is pending, including such 90-

16

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day period, the claimant or the claimants
duly authorized representative may review pertinent documents and may submit issues and
comments in writing to the Committee.

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

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

(b)       
          Arbitration. Any dispute or controversy arising in
          connection with a benefit claim under this Plan, after the claims procedure in
          Section 13(a) has been exhausted, shall be settled exclusively and finally by
          arbitration to be conducted in Towson, Maryland before a neutral arbitrator in
          accordance only with the commercial arbitration rules then in effect of the
          American Arbitration Association. The scope of review of the arbitration
          conducted hereunder shall be limited to whether Black & Decker, the Board or
          the Committee was arbitrary and capricious in the exercise of its or their
          discretion pursuant to the terms of this Plan. The arbitrator appointed
          hereunder shall have no authority or power to grant any remedy or relief not
          otherwise contained in this Plan and may grant relief contained in this Plan
          only if the arbitrator determines that the interpretation or administration of
          this Plan was in fact arbitrary and capricious. The arbitrator appointed
          hereunder shall have no authority to add to, detract from, or modify any term or
          condition of this Plan. The arbitrator shall have no authority to grant any
          relief or remedy other than as called for by the terms of this Plan even if such
          relief or remedy is otherwise available at law or in equity but for the terms
          and conditions of this Plan. Judgment may be entered on the arbitrators
          award in a court of competent jurisdiction in the venue of the arbitration.

(c)       
          Attorneys Fees. The Corporation shall pay to a
          Protected Participant or a Protected Participants surviving spouse all
          legal fees and expenses incurred by the Protected Participant or the Protected
          Participants surviving spouse in making a claim for benefits or otherwise
          in seeking to obtain or enforce any right or benefit provided by this Plan.

SECTION 14 
Incapacity

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

SECTION 15 
Administration

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

17

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

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

| | (iii)       
               To decide any dispute arising hereunder;
| | --------------------------------------------------------------------

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

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

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

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

| | (viii)       
               To make recommendations to the Corporations Board of Directors with
               respect to proposed amendments to this Plan;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

(b)       
          Plan Interpretation. The Committee shall have the authority
          to interpret this Plan in its sole and absolute discretion. The Committees
          interpretation of this Plan and actions in respect of this Plan shall be binding
          and conclusive on all persons for all purposes, subject only to review by an
          arbitrator in accordance with the provisions and standards set forth in Section
          13(b). It is intended that this Plan comply with Code Section 409A and any
          regulations or guidance issued thereunder and shall be interpreted accordingly.
          Notwithstanding the amendment provisions of Section 16, the Plan may be amended
          by the Board at any time, retroactively if required, if found necessary, in the
          opinion of the Board, to conform the Plan to the provisions and requirements of
          Code Section 409A. No such amendment shall be considered prejudicial to any
          interest of a Participant or Beneficiary hereunder. Any provision of the Plan
          not in conformance with Code Section 409A shall be void as of January 1, 2005.

18

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

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

SECTION 16 
Amendments and Termination

Any
Participant who was employed by Black & Decker at any time during the calendar year
2005 and whose benefits under this Plan were then vested must consent in writing by no
later than December 31, 2006 to the adoption of this amended and restated Plan effective
as of January 1, 2005 in order for the terms of this amended and restated Plan to be
effective with respect to that Participants rights and benefits hereunder. In the
case of any such Participant who fails to consent to the adoption of this amended and
restated Plan, the terms of the Prior Plan as in effect on December 31, 2004 shall
continue to apply to that Participants rights and benefits under this Plan. The
Board of Directors of the Corporation reserves the right at any time and from time to time
to the extent permissible under law, to amend or terminate this Plan, prospectively or
retroactively, in whole or in part; provided, however, that no such amendment or
termination shall (1) have the effect of accelerating or permitting the acceleration of
any payment under this Plan, except to the extent that such acceleration would be
permitted under Code Section 409A, or (2) without the Participants written
agreement, reduce or impair (a) the benefits or rights of any Participant (or spouse)
whose Benefit Commencement Date occurred before the date the amendment is adopted or this
Plan is terminated, (b) the vested benefits and rights of any Participant who is then
employed by Black & Decker or (c) the right of any Protected Participant and/or his or
her surviving spouse to receive benefits under this Plan determined as if that Plan
termination or amendment had not occurred. Any amendment or termination shall be adopted
by resolution of the Corporations Board of Directors.

19

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SECTION 17 
Severability

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

SECTION 18 
Construction

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

SECTION 19  Choice
of Law

This
Plan, and the respective rights and duties of the Corporation and all persons thereunder,
shall in all respect be governed by and construed under the laws of the State of Maryland,
except to the extent, if any, that those laws may have been pre-empted by federal law.
This Plan is intended to be a pension plan within the meaning of Section
3(2)(A) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), which
is exempt from Parts2, 3 and 4 of ERISA by virtue of Sections
201(2), 301(a)(3) and 401(a)(1) thereof, respectively, and is not designed tomeet the requirements of Section 401(a) of the Code, as amended.

SECTION 20  Parties
to be Bound

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

| | Originally
adopted January 30, 1984 Amendment and Restatement adopted February 18, 1993 Amendment and
Restatement adopted July 20, 1995 Amendment and Restatement adopted February 14, 1996
Amendment and Restatement adopted October 15, 1998 Amendment and Restatement adopted
February 11, 1999 Amendment and Restatement adopted April 27, 2004 Amendment and
Restatement adopted October 14, 2005Amendment and Restatement adopted February 9, 2006
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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# THE BLACK & DECKER
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

# SCHEDULE I 
EXAMPLES OF BENEFIT AMOUNTS*STATED AS A PERCENTAGE
OF FINAL AVERAGE PAY

PARTICIPANTS (OTHER
THAN PROTECTED PARTICIPANTS)

|           
|-----------
|
|           
|
|           
|Less than 5
|5          
|6          
|7          
|8          
|9          
|10         
|11         
|12         
|13         
|14         
|15 or more 
|           

PROTECTED PARTICIPANTS

|          
|----------
|
|          
|
|          
|1         
|2         
|3         
|4         
|5         
|6         
|7         
|8         
|9         
|10        
|11        
|12        
|13        
|14        
|15 or more
|          

*Calculated before application of benefit offsets under Section 4, but after application of the early retirement
reduction (for all Participants) and the reduction for less than 10 years of Credited Service (for Participants
other than Protected Participants), in Sections 3(b) and 3(c), respectively.

**The examples assume that the
Participants Normal Retirement Date is age 60.

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