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:

     "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.

     "Benefit  Commencement  Date" means (A) in the case of a Participant who is
not a  Protected  Participant,  the date at  which  the  Participant's  Credited
Service ends, but only if that date occurs on or after the  Participant  attains
age 55 and five years of  Credited  Service  and (B) in the case of a  Protected
Participant,  the date at which his or her  Credited  Service ends or, if later,
his or her 55th  birthday.  Notwithstanding  the foregoing,  if a  Participant's
Termination  Date 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, unless the Participant  elects,  with the
Committee's  approval,  to receive  benefits under this Plan at a date preceding
the Participant's Normal Retirement Date (but not earlier than the Participant's
Early Retirement  Date), in which case the date benefit payments under this Plan
begin will constitute the Participant's Benefit Commencement Date.

     "Black & Decker"  means the  Corporation,  Black & Decker  (U.S.)  Inc.,  a
Maryland corporation,  Black & Decker Inc., a Delaware  corporation,  and all of
their subsidiaries and affiliates, both collectively and individually.

     "Board" means the Corporation's Board of Directors.

     "Change  in  Control  of the  Corporation"  means a change in  control of a
nature  that  would be  required  to be  reported  in  response  to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities  Exchange Act of
1934, as amended (the "Exchange Act"), whether or not the Corporation is in fact
required to comply therewith,  provided that, without limitation,  such a change
in control shall be deemed to have occurred if (A) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Exchange  Act),  other than a trustee or
other  fiduciary  holding  securities  under  an  employee  benefit  plan of the
Corporation  or any of its  subsidiaries  or a  corporation  owned,  directly or
indirectly,  by the  stockholders of the Corporation in  substantially  the same
proportions as their  ownership of stock of the  Corporation,  is or becomes the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or indirectly,  of securities of the Corporation representing 20% or more of the
combined voting power of the  Corporation's  then  outstanding  securities;  (B)
during any period of two  consecutive  years (not  including any period prior to
January 1, 1984), individuals who at the beginning of such period constitute the
Board and any new director (other than a director designated by a person who has
entered into an agreement with the Corporation to effect a transaction described
in  clauses  (A) or (D) of this  definition)  whose  election  by the  Board  or
nomination for election by the Corporation's stockholders was approved by a vote
of at least  two-thirds  of the  directors  then still in office who either were
directors at the  beginning of the period or whose  election or  nomination  for
<PAGE>

election  was  previously  so approved, cease  for  any reason  to  constitute a
majority thereof; (C) the Corporation enters into an agreement, the consummation
of  which  would  result  in  the  occurrence  of a  change  in  control  of the
Corporation;  or (D) the stockholders of the Corporation approve a merger, share
exchange or  consolidation  of the  Corporation  with any other  corporation  or
entity,  other than a merger, share exchange or consolidation which would result
in the  voting  securities  of the  Corporation  outstanding  immediately  prior
thereto  continuing to represent  (either by remaining  outstanding  or by being
converted  into voting  securities of the surviving  entity) at least 60% of the
combined  voting  power of the  voting  securities  of the  Corporation  or such
surviving entity  outstanding  immediately after such merger,  share exchange or
consolidation, or the stockholders of the Corporation approve a plan of complete
liquidation  of the  Corporation  or an agreement for the sale or disposition by
the Corporation of all or substantially all the Corporation's assets.

     "Committee" means the Organization Committee of the Board.

     "Committee Secretary" means the Secretary of the Committee.

     "Corporation" means The Black & Decker Corporation, a Maryland corporation.

     "Credited  Service"  means  all  Benefit  Service  Credit  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  Pension Plan for that  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 Employee is 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  which 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 5 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  February  11,  1999,  the  effective  date of this
amended and restated Plan. The Prior Plan was originally effective as of January
1, 1984.
<PAGE>
                                     

     "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  five-year  periods  that  end on the
following dates, whichever five-year period produces the highest average:

     (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.

     "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, 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 Internal Revenue Code of 1986) made by
reason of a Change in  Control  of the  Corporation  pursuant  to an  individual
agreement in writing between the Participant and Black & Decker; (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. Without limiting the generality of the
foregoing,  the term "Other Retirement  Benefits" includes such benefits payable
to a  Participant  or the  Participant's  spouse  under any plan or  arrangement
provided or  maintained  at any time by any  employer or former  employer of the
Participant   (whether  or  not  affiliated   with  Black  &  Decker)  which  is
employer-funded  and  intended to restore  retirement  or deferred  compensation
<PAGE>
                                     

benefits that, but for the limitations  imposed by the Internal  Revenue Code of
1986, as amended,  on  compensation,  contributions  and/or  benefits taken into
account  under a plan,  would  have been  accrued by the  Participant  under any
tax-advantaged or tax-qualified  retirement or deferred  compensation plan or on
compensation  covered  under a  tax-advantaged  or  tax-qualified  retirement or
deferred  compensation  plan  (such as The Black & Decker  Supplemental  Pension
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
long-term  incentive  awards or other  amounts paid  pursuant to any  long-range
performance  compensation  plan,  amounts  paid  pursuant  to The Black & Decker
Performance Equity Plan or 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);
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 Supplemental Retirement Savings Plan); stock bonuses,
income  attributable  to  discount  stock  purchases,  stock  options  or  stock
appreciation  rights;  income attributable to the vesting of restricted property
benefits under any plan or  arrangement;  and 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
<PAGE>
                                      

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.

     "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 October 15, 1998 (which is referred to in
this Plan as the "Prior Plan"). To the extent any Participant's Termination Date
occurred prior to the Effective Date, the  Participant's and his or her spouse's
benefits under this Plan, and the payment thereof, shall be determined under the
terms of the Prior Plan, as in effect on the Participant's Termination Date.

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

     "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,  under  the  terms  of any  individual
agreement  between the Participant and Black & Decker, to receive as a result of
the  Participant's  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  Control  of  the  Corporation.  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  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.

     "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.

     "Social Security Benefit" means the retirement,  disability income or death
benefits  under  any  plan  or  arrangement  which  is  sponsored,  mandated  or
administered by any government and which 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.
<PAGE>
                                     

     "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 Organization  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
first day of the calendar  month after the  Participant's  Benefit  Commencement
Date and  continuing  for the  Participant's  life.  The amount of each  monthly
benefit payment under this Section 3 (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 or  whose Benefit Commencement Date
             occurs on or before October 14, 1998;

        (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
             years of  Credited  Service and  whose  Benefit  Commencement  Date
             occurs after October 14, 1998; 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 amount 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' 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 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  benefits  payable,  as
determined  under this  Section 3, are set forth in  Schedule I attached to this
Plan and incorporated into this Plan by this reference.
<PAGE>
                                     

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. 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.

     (a) Eligibility for Death Benefit. In the case of a Participant (other than
a  Protected  Participant)  who  dies  before  attaining  age 55 and 5 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 5 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).

     (b) Spouse's  Death  Benefit.  Subject  to the  offsets  in  Section 4, the
spouse's  death benefit  under this Section 5(b) shall be a monthly  benefit for
the  spouse's  life  with  monthly  payments  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 benefit shall be
equal to 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.

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 5 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
Section 5) 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 5 years of Credited
<PAGE>

Service but before the Participant's  Benefit Commencement Date, the Participant
shall be entitled to receive a monthly benefit under this Plan commencing at the
Participant's  Benefit  Commencement  Date and continuing for the  Participant's
life 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 Section 5. 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 a monthly  benefit,  commencing at his
or her Benefit  Commencement Date, that is not less than the monthly benefit the
Protected Participant would have received, as a Protected  Participant,  if this
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 Section 5.

     (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  willful  and  repeated  failure  by  the
     Participant  to perform  his  or  her duties  after written  notice  to the
     Participant  specifying such failure; or

         (ii)   if, for a period of 24 months after his or her Termination Date,
     the Participant,  without the  Corporation's  written consent,  enters into
     competition with Black & Decker or the Participant  discloses  confidential
     information.

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.  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  which is or was a customer of
Black &  Decker  during  the  Participant's  employment,  or  which  is or was a
potential  customer of Black & Decker with which Black & Decker has made or will
make business contacts during the Participant's employment;  provided,  however,
that  solicitation  of a company as a customer of any  business  which is not in
direct or indirect  competition  with any of the types of business  conducted by
Black & Decker within any of the same territories as Black & Decker 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;  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
fails to preserve as confidential  and uses,  communicates,  or discloses to any
person,  to the actual or  potential  detriment  of Black & Decker,  orally,  in
writing or by publication,  any  information,  regardless of when,  where or how
acquired  relating to or  concerning  the  affairs of Black & Decker;  provided,
however,  that the foregoing obligations shall not apply to information which is
or becomes public through no fault of the Participant.
<PAGE>

     (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 a  wrongful  act,  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  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  Benefit
Commencement  Date. The benefits under this Plan will be paid to the Participant
and the  Participant's  spouse in any currency  designated by the Participant at
the Participant's  Benefit Commencement 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  Benefit  Commencement  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.

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,  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
<PAGE>

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.
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 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.
<PAGE>

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; and

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

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

     (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:

         (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 which 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).
<PAGE>

     (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
             --------------------------

     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, 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.

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.
<PAGE>
                                     

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 Parts 2, 3 and 4
of  ERISA by  virtue  of  Sections  201(2),  301(a)(3)  and  401(a)(1)  thereof,
respectively,  and is not designed to meet the requirements of Section 401(a) of
the Internal Revenue Code of 1986, 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

<PAGE>
                                     

<TABLE>
           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)
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                          AGE AT BENEFIT COMMENCEMENT DATE**
                                    -------------------------------------------------------------------------------
         YEARS OF CREDITED
             SERVICE                  AGE 55      AGE 56       AGE 57       AGE 58       AGE 59      AGE 60 OR
                                                                                                         MORE

-------------------------------------------------------------------------------------------------------------------
<S>                                     <C>         <C>         <C>          <C>          <C>            <C>
           Less than 5                   0%          0%           0%           0%           0%            0%
                5                       20%          21%         22%          23%          24%           25%
                6                       24%         25.2%       26.4%        27.6%        28.8%          30%
                7                       28%         29.4%       30.8%        32.2%        33.6%          35%
                8                       32%         33.6%       35.2%        36.8%        38.4%          40%
                9                       36%         37.8%       39.6%        41.4%        43.2%          45%
               10                       40%          42%         44%          46%          48%           50%
               11                       40%          42%         44%          46%          48%           50%
               12                       40%          42%         44%          46%          48%           50%
               13                       40%          42%         44%          46%          48%           50%
               14                       40%          42%         44%          46%          48%           50%
           15 or more                   50%          52%         54%          56%          58%           60%
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>

                             PROTECTED PARTICIPANTS
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                          AGE AT BENEFIT COMMENCEMENT DATE**
                                    -------------------------------------------------------------------------------
           YEARS OF CREDITED
           SERVICE                     AGE 55      AGE 56       AGE 57       AGE 58       AGE 59      AGE 60 OR
                                                                                                         MORE
-------------------------------------------------------------------------------------------------------------------
<S>                                     <C>          <C>         <C>          <C>          <C>           <C>
           Less than 5                  50%          52%         54%          56%          58%           60%
                5                       50%          52%         54%          56%          58%           60%
                6                       50%          52%         54%          56%          58%           60%
                7                       50%          52%         54%          56%          58%           60%
                8                       50%          52%         54%          56%          58%           60%
                9                       50%          52%         54%          56%          58%           60%
               10                       50%          52%         54%          56%          58%           60%
               11                       50%          52%         54%          56%          58%           60%
               12                       50%          52%         54%          56%          58%           60%
               13                       50%          52%         54%          56%          58%           60%
               14                       50%          52%         54%          56%          58%           60%
           15 or more                   50%          52%         54%          56%          58%           60%
-------------------------------------------------------------------------------------------------------------------

<FN>
*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.
</FN>
</TABLE>