The Black & Decker Corporation           Leonard A. Strom
701 East Joppa Road, TW 235              Senior Vice President - Human Resources
Towson, Maryland 21286
410 716 3525


May 9, 1997

Mr. Frederik van den Bergh

Dear Frits:

The Black & Decker Corporation

Further to our  discussions  about your  accepting  the position of President of
Black & Decker  Europe,  I am writing to formally  offer you that  position  and
confirm the compensation  package and terms of employment  principles we propose
for you.

By way of preface,  I should  emphasize that, while this document is intended to
be  legally   binding,   the  precise  details  remain  to  be  worked  out  and
implementation  will be decided  on in the light  (principally)  of advice  from
Ernst & Young as to the most tax  efficient  but legal way of  structuring  your
employment.  Each of us anticipates and acknowledges  therefore that this letter
agreement will be implemented by other final  documents in due course,  and that
you may have several  employers  within the Black & Decker Group.  This document
will  however  remain  binding,  save to the  extent it is  superseded  by final
documents signed by both parties.

  1.  Base Salary
      -----------

      Your base salary will be US$400,000 a year.  It will be reviewed  every 14
      months in accordance with our practice for executives of your seniority.

  2.  Annual Incentive Plan
      ---------------------

      Initially,  your bonus will be  guaranteed  at  $200,000  and this will be
      payable to you around March 1998.

      You will  thereafter be a participant  in our Annual  Incentive  Plan from
      time to time in effect.  Your bonus for on target corporate and divisional
      performance  under  the  current  arrangements  will be 50% of  your  base
      salary,  and the maximum  bonus you could receive will be 75% of your base
      salary.  You will forfeit all entitlement to bonus  (including  guaranteed
      bonus) if you have ceased to be in service for any reason before a payment
      date.  We  reserve  the right to alter or  discontinue  the Plan  (without
      prejudice  to any accrued  rights you may have) or your target and maximum
      bonus.


continued.....
<PAGE>


Mr. F. van den Bergh
May 9, 1997
page 2


  3.  Performance Equity Plan
      -----------------------

      We  will  recommend  to the  next  regular  meeting  of  the  Organization
      Committee of the Board of Directors that they award you Performance Shares
      under the Performance Equity Plan (while it continues in being) equivalent
      to 50% of your base salary every fiscal year while your service continues.

      In addition to participation in the current 1997-1999  Performance Period,
      we will further recommend that you be awarded retrospective  participation
      in the  1995-1997,  and  1996-1998  Performance  Periods,  or the economic
      equivalent thereof.

      We reserve the right to alter or discontinue  the Plan (without  prejudice
      to any accrued rights you may have).

  4.  Stock Option Plan
      -----------------

      We  will  recommend  to the  next  regular  meeting  of  the  Organization
      Committee of the Board of Directors that they give you a one-time grant of
      an option to acquire  75,000 shares of common stock $0.50 par value on the
      first  available  opportunity.  The grant  will be made  under The Black &
      Decker 1996 Stock Option Plan.

      The award of any further stock options will be in the absolute  discretion
      of the Organization Committee of the Board of Directors.

  5.  Company Car
      -----------

      You will be provided with the exclusive use of a fully expensed Jaguar XJ6
      4.0 litre or  equivalent  car, in  accordance  with our UK car policy from
      time to time.

  6.  Relocation
      ----------

      You  will be  required  to  make  our  European  headquarters  in  Slough,
      Berkshire your base. It is, therefore,  a condition of this offer that you
      relocate your home to be within a reasonable  commuting distance of Slough
      prior to September 1, 1998.  Relocation assistance will be provided to you
      in accordance with our relocation policy.

      We will  reimburse  you for  temporary  housing,  meals,  travel and other
      living  expenses   reasonably  incurred  by  you  in  the  U.K.  prior  to
      relocation.


continued.....

<PAGE>


Mr. F. van den Bergh
May 9, 1997
page 3


  7.  Pension Arrangements
      --------------------

      The Black & Decker Group will ensure the provision of pension benefits for
      you and your dependents in accordance with the terms of this clause. Black
      & Decker Group will attempt to provide these benefits in a manner which is
      tax  efficient  for both you and the Black & Decker  Group.  However,  the
      Group reserves the right to provide such benefits  through any combination
      of tax approved or unapproved plans, funded or unfunded arrangements, with
      our  without  insurance,  based  in the UK or  outside.  You  will  not be
      required to make payments to either the Black & Decker Group or any scheme
      or arrangement in order to receive the benefits set out in this clause.

      At your normal retirement date, which will be the date on which you attain
      the age of 60, you will be entitled to an annual pension for life equal to
      2.2% of your Final Average Pay for each year of  Pensionable  Service with
      additional complete months of such service counting proportionately.

      "Final  Average  Pay"  means  the  annual  average  of  the  highest  five
      consecutive  years  Pensionable  Pay you receive  before your  retirement,
      death or leaving  service  whichever  is  earliest.  If you leave  service
      within five years of this  appointment,  the annual  average will apply to
      such lesser number of years of service.  Your Pensionable Pay will be your
      base salary and Annual  Incentive  Plan Bonus,  but no other  remuneration
      will be taken into account.

      "Pensionable  Service"  means  service with the Black & Decker Group since
      the  commencement  of this  appointment,  together  with  one half of your
      service  with  the  Black  &  Decker  Group  prior  to  this  appointment.
      Pensionable  Service will include any period of Salary  Continuance  after
      termination of service.

      You may with your  employer's  consent retire at any time after  attaining
      the age of 55 with a pension as calculated above, but reduced by an amount
      equal  to  one-third  of 1% for  each  complete  calendar  month  by which
      retirement  precedes attainment of age 60. You will not be entitled to any
      retirement benefit if you leave service before attaining age 55, or if you
      are  terminated  for Cause,  as  defined  in the Black & Decker  Executive
      Salary Continuance Plan.

      If you should become totally and permanently  disabled while in service, a
      lump  sum  equal  to  four  times  your  annual  basic  salary  at date of
      disability will be paid to you,  offset by the estimated  capital value of
      any  payments  for  which  you are  eligible  under  any  disability  plan
      sponsored or maintained by Black & Decker Group or under any  governmental
      program  (including  Social  Security in the United  States)  assuming you
      survive to age 65.


continued.....


<PAGE>


Mr. F. van den Bergh
May 9, 1997
page 4


      If you should die while in service,  a lump sum equal to twice your annual
      basic salary at date of death will be paid to your wife or other nominated
      dependent,  although if the  payment is not to your wife,  for tax reasons
      payment  to  another  person may be at the  discretion  of the  Group.  In
      addition,  if you are married at date of death, a pension for life will be
      paid to your wife  equal to 50% of your  Final  Average  Pay as at date of
      death.

      If you are not married at date of death,  but leave  children,  or if your
      wife  dies  while  in  receipt  of a  pension,  a  children's  pension  of
      two-fifths  of the pension  that would have been payable to your wife will
      be paid to each of your children with a maximum of 2 children,  until they
      reach age 21.

      If you die in retirement and are married at date of death, a pension equal
      to 50% of the pension you were receiving will be paid to your wife. If you
      are not  married  at date of death  but leave  children  or your wife dies
      while in  receipt  of a  pension,  a pension  equal to  two-fifths  of the
      pension  that  would have been paid to your wife will be paid to each such
      child with a maximum of 2 children until they reach age 21.

      Your pension may be forfeited if you owe money to the Black & Decker Group
      as a result of any criminal,  negligent or fraudulent act or omission. The
      amount forfeited will not exceed the debt owed to the Group.

  8.  Termination of Employment
      -------------------------

      If you should  wish to resign  your  employment,  or if we should  wish to
      terminate  your  employment  (other  than  for  Cause  as  defined  in the
      Executive Salary Continuance Plan),  one-year's prior written notice shall
      be  given.  In  addition,  you  will be  entitled  to  participate  in our
      Executive   Salary   Continuance   Plan,   subject  to  your  executing  a
      Participation Agreement. The Continuance Period in your case will be:

      (a)    for a Severance Date after the date of your accepting this offer,
             but before the second anniversary of that date:  3 years

      (b)    for a  Severance  Date on or after the second but before the fourth
             anniversaries of the date of your accepting this offer: 2 years

      (c)    for a Severance Date on or after the fourth anniversary of the date
             of your accepting this offer: 1 year.

      Notice periods will be offset against the Continuance Period.


continued.....


<PAGE>


Mr. F. van den Bergh
May 9, 1997
page 5


      If  termination  of  employment  is  for  reason  of  disability,   salary
      continuance  payments  shall be offset by any  payments  for which you are
      eligible  under any  disability  plan  sponsored or  maintained by Black &
      Decker Group or under any governmental  program (including Social Security
      in the United States).

  9.  Non-Competition
      ---------------

      If you resign your  employment,  or are dismissed from your employment for
      Cause you agree that, for 12 months after the Severance Date, you will not
      enter into  Competition.  For these  purposes,  Cause,  Severance Date and
      competition  shall  have  the  same  meaning  as in the  Executive  Salary
      Continuance Plan.

  10. Employee Benefits
      -----------------

      You will be eligible  to receive  such  employee  benefits  (for  example,
      medical,  dental,  basic life  insurance,  executive life  insurance,  tax
      preparation  expense  reimbursement,  executive  physical  examination and
      country club memberships) as are provided to similarly  situated employees
      from time to time.

      In  particular,  your "country club"  membership  will be for you and your
      wife at the Lambourne Golf Club in England.

  11. Corporate Officer
      -----------------

      We will  recommend to the next  regular  meeting of the Board of Directors
      that  you be  elected  as a  corporate  officer  of  The  Black  &  Decker
      Corporation.  As such an officer,  you will not be eligible to receive any
      extra  compensation  or fees for holding such  office.  You may be removed
      from such office  without prior notice and without cause by the board or a
      duly authorized committee.

  12. Governing Law and Dispute Resolution
      ------------------------------------

      Any  employment and all related  matters  arising from this offer shall be
      governed  in all  respects by the law of the State of  Maryland,  USA (the
      "Applicable Law").

      Any dispute or controversy  arising out of or relating  thereto (or pay or
      benefits  which  may be  provided  to  you),  as  well as any  dispute  or
      controversy  arising  out  of or  relating  to  the  termination  of  your
      employment shall be settled exclusively by final and binding  arbitration,
      conducted in Towson,  Maryland before a neutral  arbitrator with expertise
      in employment law in accordance with the Commercial  Arbitration  Rules of
      the American


continued.....

<PAGE>


Mr. F. van den Bergh
May 9, 1997
page 6

      Arbitration  Association.  In reaching a decision,  the  arbitrator  shall
      interpret,  apply and be bound by this offer, any  implementing  documents
      and all relevant plan rules by Applicable Law. The arbitrator  shall apply
      the same standard of review in disputes relating to relevant plan benefits
      as a court of competent  jurisdiction  would apply.  The arbitrator  shall
      have no authority to add to,  detract  from, or modify any plan or any law
      in any respect.  The arbitrator may grant any remedy or relief that may be
      necessary to make the injured  party whole,  provided that in no event may
      the  arbitrator  grant  any  remedy or  relief  that a court of  competent
      jurisdiction  could not grant,  nor any relief greater than that sought by
      the injured party.  Judgment may be entered on the  arbitrator's  award in
      any court of competent jurisdiction.

When you have read and fully  understand  this  letter,  and the  relevant  plan
documents  which are  provided  with it as named at the  bottom of this  letter,
please  sign,  date  and  return  the  enclosed  copy of this  letter  by way of
acceptance.

Sincerely,

THE BLACK & DECKER CORPORATION



by:/s/LEONARD A. STROM
------------------------------
Name:   Leonard A. Strom
Title:  Senior Vice President - Human Resources


Enclosed:
The Black & Decker Annual Incentive Plan, issued March 11, 1997
The Black & Decker  Performance Equity Plan, as amended by the Board on February
14, 1996 and approved by the  stockholders  at the 1996 Annual  Meeting on April
23,  1996 The Black & Decker  1996 Stock  Option  Plan,  issued May 13, 1996 The
Black & Decker Executive  Salary  Continuance  Plan,  issued April 25, 1995 (you
have)

(others)

I have read and I understand  the above letter and all the above  mentioned plan
documents,  and I have  obtained any legal or other advice I felt  necessary.  I
have not relied upon any statement or representation,  oral or written,  not set
forth in this letter or in any of the above  mentioned  plans. I understand that
by  accepting  this  offer,  I am  agreeing  to  submit  to  final  and  binding
arbitration  in Towson,  Maryland,  all disputes  concerning my  employment  and
related matters  including without  limitation  arising out of or related to any
termination of my employment.

I agree to and accept the above by signing this letter on  May 12, 1997.
/s/FREDRIK B. VAN DEN BERGH
------------------------------