EXHIBIT 10(w)

# THE BLACK & DECKER
CORPORATION

# AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement) is made effective
as of the 9th day of February, 2006, by and between The Black & Decker
Corporation, a Maryland corporation (the Corporation), and Nolan D. Archibald
(the Executive).

The
Corporation desires to continue to have the benefits of the Executives knowledge and
experience as a full-time employee, and the Executive desires to continue in full-time
employment with the Corporation.

Accordingly,
in consideration of the mutual covenants and agreements contained herein, the parties
agree as follows:

1.       
          Full-Time Employment of Executive.

1.1
Duties. The Corporation hereby engages the Executive as Chairman, President and
Chief Executive Officer of the Corporation for the Employment Period (as defined in
Section 3), and the Executive accepts such employment on the terms and conditions set
forth in this Agreement. During the Employment Period, the Executive shall be assigned to
corporate headquarters located in Towson, Maryland. The Executive shall exercise such
authority and perform such duties as are commensurate with the Bylaws of the Corporation
and the normal duties of a Chairman, President and Chief Executive Officer of a publicly
traded corporation and shall perform such other reasonably related managerial duties and
responsibilities for the Corporation as may be assigned to him by the Board of Directors
of the Corporation (the Board).

1.2
Compensation. The Corporation shall pay the Executive an annual salary that is not
less than the greater of (a) his annual base salary on the date of this Agreement or (b)
any subsequently established higher annual base salary. The Executives salary shall
be payable in periodic equal installments that are not less frequent than the periodic
installments in which his salary was paid immediately prior to the date of this Agreement.
The Executives salary shall be subject to normal periodic review for increases based
on the policies of the Corporation and the Executives contributions to the
enterprise. In addition to his annual base salary, the Executive shall be entitled to
participate in any compensation programs available to the Executive immediately prior to
the date of this Agreement, including without limitation the Corporations (i)
Executive Annual Incentive Plan (EAIP) or other comparable annual incentive
plan, (ii) stock option and restricted stock plans, and (iii) Performance Equity Plan
(PEP) or other comparable medium- or long-term compensation plan. The
Executive shall also be entitled to participate in any other compensation program that may
be established by the Corporation and in which other executives of the Corporation are
entitled to participate.

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1.3
Benefits and Perquisites. In addition to the compensation provided by Section 1.2,
the Corporation shall provide to the Executive all benefits that were available to the
Executive immediately prior to the date of this Agreement, including without limitation,
the Corporations (a) tax-qualified Pension Plan, (b) Supplemental Pension Plan, (c)
Supplemental Executive Retirement Plan, (d) Retirement Savings Plan, (e) Supplemental
Retirement Savings Plan, and (f) all group life, supplemental life, long-term disability,
accident, dental and health insurance programs. The Executive shall also be entitled to
participate in any other employee benefit programs that may be established by the
Corporation and in which other executives of the Corporation are entitled to participate.
The Executive shall also be entitled to all perquisites that were available to the
Executive immediately prior to the date of this Agreement and to any perquisites that may
be established by the Corporation and in which other executives of the Corporation are
entitled to participate.

1.4
Equity Awards. The Executive may notify the Compensation Committee of the Board of
his expected retirement date from the Corporation (the Expected Retirement
Date). If the Compensation Committee receives the written notice of the Expected
Retirement Date (the Retirement Notice), the Compensation Committee shall,
with respect to all stock options and shares of restricted stock granted to the Executive
following the receipt of the Retirement Notice, establish a vesting schedule such that all
of those stock options and shares of restricted stock shall vest by a date on or before
the Expected Retirement Date. Each Option Agreement or Restricted Share Agreement
evidencing those stock options and shares of restricted stock, respectively, shall contain
this vesting schedule. If the Compensation Committee receives the Retirement Notice at
least two years prior to the Expected Retirement Date, the Corporation shall pay to the
Executive a payment (the PEP Retirement Payment) in an amount equal to the
value of 150% of the Performance Shares (as defined in the PEP), if any, that are
forfeited by the Executive pursuant to the PEP as a result of the Executives
retirement on the Expected Retirement Date plus accrued interest in accordance with the
following sentence on the date that is 18 months following the Executives
separation from service as defined in Section 409A of the Internal Revenue
Code (the Code). The aggregate amount payable under this Section 1.4 shall
bear interest at an annualized rate of 4.5% from and after the Executives
separation from service until paid pursuant to this Section 1.4. For purposes
of calculating the PEP Retirement Payment, the value of each Performance Share shall be
the closing price per share of the Corporations shares of common stock as reported
on the New York Stock Exchange (the NYSE) on or nearest to the Expected
Retirement Date (or, if not listed on the NYSE, on a nationally recognized exchange or
quotation system on which volume in the Corporations shares of common stock is the
highest).

2.       
          Competition; Confidential Information. The Executive and the Corporation
          recognize that, due to the nature of his relationship to the Corporation, the
          Executive has access to, and may assist in developing, confidential and
          proprietary information relating to the business and operations of the
          Corporation and its affiliates. The Executive acknowledges that this information
          is of central importance to the business of the Corporation and its affiliates
          and that disclosure of it to, or its use by, others could cause substantial loss
          to the Corporation. The Executive and the Corporation also recognize that an
          important part of the Executives duties will be to develop goodwill for
          the Corporation through his personal contact with others having business
          relationships with the Corporation and its affiliates, and that there is a
          danger that this

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goodwill, a proprietary asset of the Corporation and its
          affiliates, may follow the Executive if and when his relationship with the
          Corporation is terminated.

2.1
Non-Competition. During the Employment Period, the Executive will not, directly or
indirectly, either individually or as owner, partner, agent, employee, consultant or
otherwise, except for the account of and on behalf of the Corporation or its affiliates,
engage in any activity competitive with the business of the Corporation or its affiliates,
nor will he, in competition with the Corporation or its affiliates, solicit or otherwise
attempt to establish any business relationships with any person, firm or corporation that
was, at any time during the Employment Period, a customer or supplier of the Corporation.
Notwithstanding the foregoing, nothing in this Section 2.1 shall be construed to prevent
the Executive from owning, as an investment, not more than 5% of a class of equity
securities issued by any competitor of the Corporation and publicly traded and registered
under Section 12 of the Securities Exchange Act of 1934.

2.2
Confidential Information. During and at all times after the termination of the
Employment Period, the Executive (a) will not disclose any trade secrets, customer lists,
production processes, business plans, or other proprietary information that is treated as
confidential by the Corporation or its affiliates and is now known to him or which
hereafter may become known to him as a result of his employment or association with the
Corporation (collectively, Confidential Information) and (b) will not at any
time, directly or indirectly, disclose any Confidential Information to any person, firm or
corporation, or use any Confidential Information in any way other than in connection with
the business of the Corporation or its affiliates; provided, however, that the foregoing
restrictions shall not apply to any Confidential Information that, through no fault of the
Executive, has entered the public domain.

2.3
Corporations Remedies for Breach. The Executive acknowledges that damages in
the event of his breach of this Section 2 would be difficult, if not impossible, to
ascertain. The Corporation shall have the right to an injunction or other equitable relief
in any court of competent jurisdiction enjoining any such breach without having to post a
bond. The existence of this right shall not preclude any other rights and remedies at law
or in equity available to the Corporation.

3.       
          Employment Period and Termination.

3.1
Duration and Performance. The Employment Period, which commenced prior
to the date of this Agreement, shall continue until the Date of Termination (as defined in
Section 3.6). Subject to the performance of the covenants and agreements made by the
Corporation in this Agreement, the Executive will perform his duties during the Employment
Period in good faith and will observe faithfully the covenants and agreements made by him
in this Agreement.

3.2
Disability. If, as a result of the Executives incapacity due to physical or
mental illness, the Executive shall have been absent from the full-time performance of his
duties with the Corporation for six consecutive months and, within 30 days after written
Notice of Termination (as defined in Section 3.5) is given to the Executive, shall not
have returned to the

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full-time performance of his duties, the Executives employment
may be terminated for Disability.

3.3
Termination by the Corporation for Cause. Termination by the Corporation of the
Executives employment for Cause shall mean termination upon (a) the
willful and continued failure by the Executive to substantially perform his duties (other
than any such failure resulting from his incapacity due to physical or mental illness or
any such actual or anticipated failure after the issuance by the Executive of a Notice of
Termination for Good Reason) after a written demand for substantial performance is
delivered to the Executive by the Board, which demand specifically identifies the manner
in which the Board believes that the Executive has not substantially performed his duties,
or (b) the willful engaging by the Executive in conduct that is demonstrably and
materially injurious to the Corporation, monetarily or otherwise. For purposes of this
Section 3.3, no act or failure to act on the Executives part shall be deemed
willful unless done, or omitted to be done, by the Executive not in good faith
and without reasonable belief that his action or omission was in the best interest of the
Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to the Executive a
copy of a resolution duly adopted by the affirmative vote of not less than three-quarters
of the entire membership of the Board at a meeting of the Board called and held for that
purpose (after reasonable notice to the Executive and an opportunity for the Executive,
together with his counsel, to be heard before the Board), finding that in the good faith
opinion of the Board the Executive was guilty of the conduct set forth above in clauses
(a) or (b) of the first sentence of this Section 3.3 and specifying the particulars
thereof in detail.

3.4
Termination by the Executive for Good Reason. The Executive shall be entitled to
terminate his employment for Good Reason. For purposes of this Agreement, Good
Reason shall mean, without the Executives express written consent, the
Corporations failure to perform any covenant contained in this Agreement or the
occurrence of any of the following circumstances unless the circumstances are fully
corrected prior to the Date of Termination specified in the Notice of Termination given in
respect thereof:

| | (a)       
               the assignment to the Executive of any duties inconsistent with his current
               status as Chairman, President, and Chief Executive Officer of the Corporation as
               described in Section 1.1 or a substantial adverse alteration in the nature or
               status of the Executives responsibilities from those in effect immediately
               prior to the date of this Agreement;
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| | (b)       
               upon the occurrence of a Change in Control of the Corporation (as defined in
               Section 5.2), the Executive is not the Chairman, President and Chief Executive
               Officer of (i) the Corporation, if it is the surviving entity in any merger,
               share exchange, acquisition or other business combination with the Corporation,
               (ii) the successor entity to the Corporation in any merger, share exchange,
               consolidation, acquisition or other business combination with the Corporation,
               or (iii) any entity that beneficially owns a majority of the voting stock of the
               Corporation, provided that in all of the foregoing cases such entity is a
               publicly held corporation that (A) on a consolidated basis has a net worth equal
               to or greater than the Corporation immediately before the Change in Control of
               the
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| | Corporation, (B) has a board of directors with three-quarters of the
               directors being independent directors as defined in the
               Corporations Corporate Governance Policies and Procedures Statement, and
               (C) no person or business organization, or affiliated group of persons or
               business organizations, owns or controls 20% or more of the voting stock of such
               corporation;
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| | (c)       
               a reduction by the Corporation in the Executives annual base salary as in
               effect on the date of this Agreement or any subsequently established higher
               annual base salary;
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| | (d)       
               the failure by the Corporation to continue in effect any compensation plan in
               which the Executive participated immediately prior to the date of this Agreement
               or any compensation plan established after the date of this Agreement in which
               the Executive shall participate that is material to his total compensation,
               including without limitation the Corporations (i) EAIP or other comparable
               annual incentive plan, (ii) stock option and restricted stock plans, and (iii)
               PEP or other comparable medium- or long-term compensation plan; unless an
               equitable arrangement (embodied in an ongoing substitute or alternative plan)
               has been made with respect to the plan and the equitable arrangement provides
               substantially equivalent benefits not materially less favorable to the Executive
               (both in terms of the amount of benefits provided and the level of the
               Executives participation relative to other participants), or the failure
               by the Corporation to continue the Executives participation therein (or in
               such substitute or alternative plan) on a basis not materially less favorable
               (both in terms of the amount of benefits provided and the level of the
               Executives participation relative to other participants) than those the
               Executive enjoyed immediately prior to the date of this Agreement;
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| | (e)       
               the failure by the Corporation to continue in effect any material benefit
               available to the Executive immediately prior to the date of this Agreement or
               provided to the Executive after the date of this Agreement, including without
               limitation, the Corporations (a) tax-qualified Pension Plan, (b)
               Supplemental Pension Plan, (c) Supplemental Executive Retirement Plan, (d)
               Retirement Savings Plan, (e) Supplemental Retirement Savings Plan, and (f) all
               group life, supplemental life, long-term disability, accident, dental and health
               insurance programs, the failure to continue to provide to the Executive any
               material perquisite provided to the Executive immediately prior to the date of
               this Agreement, or the taking of any action by the Corporation that would
               directly or indirectly materially reduce any of these benefits or deprive the
               Executive of any material benefit or perquisite enjoyed by the Executive
               immediately prior to the date of this Agreement;
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| | (f)       
               the failure of the Corporation to obtain a satisfactory agreement from any
               successor to assume and agree to perform this Agreement, as contemplated in
               Section 8.1; or
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| | (g)       
               any purported termination of the Executives employment that is not
               effected pursuant to a Notice of Termination satisfying the requirements of
               Section
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| | 3.5 (and, if applicable, the requirements of Section 3.3), which
               purported termination shall not be effective for purposes of this Agreement.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------

The Executives rights to
terminate his employment pursuant to this Section 3.4 shall not be affected by his
incapacity due to physical or mental illness. The Executives continued employment
shall not constitute consent to, or a waiver of rights with respect to, any circumstance
constituting Good Reason hereunder.

3.5
Notice of Termination. Any purported termination of the Executives employment
by the Corporation or by the Executive shall be communicated by written Notice of
Termination to the other party in accordance with Section 6. For purposes of this
Agreement, a Notice of Termination shall mean a notice that indicates the
specific termination provision in this Agreement relied upon and that sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination
of the Executives employment under the provision so indicated.

3.6
Date of Termination. Subject to the following sentence, Date of
Termination shall mean (a) if the Executives employment is terminated by his
death, the date of the Executives death, (b) if the Executives employment is
terminated for Disability, 30 days after Notice of Termination is given (provided that he
shall not have returned to the full-time performance of his duties during the 30-day
period), (c) the Expected Retirement Date (if the Executives employment is
terminated upon his retirement on the Expected Retirement Date), or (d) if the
Executives employment is terminated for any reason other than death or Disability,
the date specified in the Notice of Termination. For purposes of clause (d) in the
immediately preceding sentence, the date specified in the Notice of Termination shall not
be less than 30 days from the date the Notice of Termination is given, except in the case
of a termination pursuant to Section 3.4 such date shall not be less than 15 nor more than
60 days from the date that the Notice of Termination is given. If the party receiving the
Notice of Termination notifies the other party within 15 days of receiving the Notice of
Termination or, if later, prior to the Date of Termination (as determined without regard
to this sentence) that a dispute exists concerning the termination, the Date of
Termination shall be the date on which the dispute is finally determined, either by mutual
written agreement of the parties, by a binding arbitration award, or by a final judgment,
order or decree of a court of competent jurisdiction (which is not appealable or with
respect to which the time for appeal has expired and no appeal has been perfected). The
Date of Termination shall be extended by a notice of dispute only if the notice is given
in good faith and the party giving the notice pursues the resolution of the dispute with
reasonable diligence. Notwithstanding the pendency of the dispute, the Corporation will
continue to pay the Executive his full compensation in effect when the Notice of
Termination giving rise to the dispute was given (including, but not limited to, base
salary) and continue the Executive as a participant in all compensation, benefit and
insurance plans in which he was participating when the notice giving rise to the dispute
was given, until the dispute is finally resolved in accordance with this Section 3.6.
Amounts paid under this Section 3.6 are in addition to all other amounts due under this
Agreement and shall not be offset against or reduce any other amounts due under this
Agreement.

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4.       
          Compensation Upon Termination.

4.1
Termination for Cause, without Good Reason, or upon Disability or Death. If the
Executives employment shall be terminated by the Executives death, by the
Corporation for Cause or Disability, or by the Executive without Good Reason (other than
upon Executives retirement on the Expected Retirement Date), the Corporation shall
pay the Executive his full base salary through the Date of Termination at the rate in
effect at the time of his death or Notice of Termination is given, as the case may be,
plus all other amounts to which the Executive is entitled under the terms of any
compensation program or benefit plan of the Corporation at the time the payments are due,
and the Corporation shall have no further obligations to the Executive under this
Agreement. If the Executives employment is terminated upon his retirement on the
Expected Retirement Date, the Corporation shall pay the Executive his full base salary
through the Expected Retirement Date plus all other amounts to which the Executive is
entitled under the terms of any compensation program or benefit plan of the Corporation at
the time the payments are due.

4.2
Termination without Cause or Disability or for Good Reason. If the Executives
employment by the Corporation shall be terminated (A) by the Corporation other than for
Cause or Disability or (B) by the Executive for Good Reason, then the Executive shall be
entitled to the following benefits:

| | (a)       
               The Corporation shall pay the Executive his full base salary through the Date of
               Termination at the rate in effect at the time Notice of Termination is given,
               plus all other amounts to which he is entitled under any compensation plan of
               the Corporation at the time such payments are due, except as otherwise provided
               below.
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| | (b)       
               In lieu of any further salary payments to the Executive for periods subsequent
               to the Date of Termination, the Corporation shall pay as severance pay to the
               Executive a lump sum severance payment (the Severance Payment) in an
               amount equal to:
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| | (1)       
               three times the sum of his (x) annual base salary in effect immediately prior to
               the Executives termination and (y) EAIP Maximum Payment (as defined
               below); plus
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| | (2)       
                his PEP Maximum Payment (as defined below).
| | ----------------------------------------------------------------------

For purposes of this Agreement,
EAIP Maximum Payment shall mean the maximum payment that the Executive could
have received under the EAIP for the year in which the Date of Termination occurs,
determined as if the Executive had remained a participant until the end of the year and as
if all performance goals for that year that would entitle the Executive to a maximum
payment were met or exceeded. For purposes of this Agreement, PEP Maximum
Payment shall mean an amount equal to the sum of (a) the value of 150% of the
Performance Shares, if any, that are forfeited by the Executive pursuant to the PEP as a
result of the Executives termination plus (b) 150% of the product of (A) the
Executives annual base salary multiplied by (B) the percentage target used to
calculate the number of Performance Shares

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awarded to the Executive with respect to the
most recent award under the PEP. For purposes of calculating the PEP Maximum Payment, the
value of each Performance Share shall be the closing price per share of the
Corporations shares of common stock as reported on the NYSE on or nearest to the
Date of Termination (or, if not listed on the NYSE, on a nationally recognized exchange or
quotation system on which volume in the Corporations shares of common stock is
highest). The provisions of this Section 4.2(b) shall not in any way affect the
Executives rights under the PEP.

| | (c)       
               The Executive shall fully vest in all outstanding stock options granted to the
               Executive under the Corporations stock option plans, and all shares of
               restricted stock held by the Executive shall become fully vested and no longer
               subject to forfeiture. Each stock option shall continue to be exercisable for
               the original term of that stock option.
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| | (d)       
               The Corporation shall also pay to the Executive all legal fees and expenses
               incurred by him as a result of such termination (including all such fees and
               expenses, if any, incurred in contesting or disputing any such termination or in
               seeking to obtain or enforce any right or benefit provided by this Agreement or
               in connection with any tax audit or proceeding to the extent attributable to the
               application of Section 4999 of the Code to any payment or benefit provided
               hereunder).
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| | (e)       
               If the Severance Payment or any other portion of the Total Payments (as defined
               below) will be subject to the tax imposed by Section 4999 of the Code (the
               Excise Tax), the Corporation shall pay to the Executive at the time
               specified in Section 4.3 an additional amount (the Gross-Up Payment)
               such that the net amount retained by the Executive, after deduction of any
               Excise Tax on the Severance Payment and such other Total Payments and any
               federal and state and local income tax and Excise Tax upon the Gross-Up Payment,
               shall be equal to the Severance Payment and such other Total Payments. For
               purposes of determining whether any of the payments will be subject to the
               Excise Tax and the amount of such Excise Tax, (i) any other payments or benefits
               received or to be received by the Executive in connection with his termination
               of employment (whether payable pursuant to the terms of this Agreement or any
               other plan, arrangement or agreement with the Corporation, its successors, or
               any corporation affiliated (or which, as a result of the completion of a
               transaction causing a Change in Control of the Corporation, will become
               affiliated) with the Corporation within the meaning of Section 1504 of the Code)
               (together with the Severance Payment, the Total Payments) shall be
               treated as parachute payments within the meaning of Section
               280G(b)(2) of the Code, and all excess parachute payments within the
               meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax,
               unless, in the opinion of tax counsel selected by the Corporation and acceptable
               to the Executive (Tax Counsel), the Total Payments (in whole or in
               part) do not constitute parachute payments, or such excess parachute payments
               (in whole or in part) represent reasonable compensation for services actually
               rendered within the meaning of Section 280G(b)(4)(B) of the Code either to the
               extent such reasonable compensation is in excess of the base amount within the
               meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the
               Excise Tax, (ii) the amount of the Total Payments that shall be treated as
               subject to the Excise
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| | Tax shall be equal to the lesser of (A) the total amount
               of the Total Payments or (B) the amount of excess parachute payments within the
               meaning of Section 280G(b)(1) (after applying clause (i), above) and (iii) the
               value of any non-cash benefits or any deferred payment or benefit shall be
               determined by Tax Counsel in accordance with the principles of Sections
               280G(d)(3) and (4) of the Code. For purposes of determining the amount of the
               Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at
               the highest marginal rate of federal income taxation in the calendar year in
               which the Gross-Up Payment is to be made and state and local income taxes at the
               highest marginal rate of taxation in the state and locality of the
               Executives residence on the Date of Termination, net of the maximum
               reduction in federal income taxes that could be obtained from deduction of such
               state and local taxes. If the Excise Tax is subsequently determined to be less
               than the amount taken into account under this Section 4.2(e) at the time of
               payment of the Gross-Up Payment, the Executive shall repay to the Corporation at
               the time that the amount of such reduction in Excise Tax is finally determined
               the portion of the Gross-Up Payment attributable to such reduction (plus the
               portion of the Gross-Up Payment attributable to the Excise Tax and federal and
               state and local income tax imposed on the Gross-Up Payment being repaid by the
               Executive if such repayment results in a reduction in Excise Tax and/or a
               federal and state and local income tax deduction) plus interest on the amount of
               such repayment at the rate provided in Section 1274(d) of the Code. If the
               Excise Tax is determined to exceed the amount taken into account under this
               Section 4.2(e) at the time of payment of the Gross-Up Payment (including by
               reason of any payment the existence or amount of which cannot be determined at
               the time of the payment of the Gross-Up Payment), the Corporation shall make an
               additional Gross-Up Payment in respect of such excess (plus any interest,
               penalties, and professional fees incurred by the Executive with respect to such
               excess, including all such taxes with respect to such additional amount) at the
               time that the amount of such excess is finally determined.
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| | (f)       
               For a 36-month period after the Date of Termination, the Corporation shall
               provide the Executive with life, disability, accident and health insurance
               benefits substantially similar to those which he is receiving immediately prior
               to termination. Benefits otherwise receivable by the Executive pursuant to this
               Section 4.2(f) shall be reduced to the extent comparable benefits are actually
               received by the Executive from another employer during the 36-month period
               following the Date of Termination, and any such benefits actually received by
               the Executive shall be reported to the Corporation.
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4.3
Payment of Severance Benefits. The payments provided for in Sections 4.2(b) and
(e), plus interest accrued in accordance with the following sentence, shall be made on the
date that is 18 months following the Executives separation from service
as defined in Section 409A of the Code and the regulations promulgated thereunder. The
aggregate amount payable under Section 4.2(b) shall bear interest at an annualized rate of
4.5% from and after the Executives separation from service until paid
pursuant to this Section 4.3.

4.4
Mitigation. The Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise. The

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Corporation shall not be entitled to set off against the amount of any payment or benefit
provided for in this Agreement any amounts owed to the Corporation by the Executive, any
compensation earned by the Executive as the result of employment by another employer, or
any retirement benefits including, without limitation, any amounts to which the Executive
may be entitled under the Corporations tax-qualified Pension Plan, Supplemental
Pension Plan, Supplemental Executive Retirement Plan, Retirement Savings Plan, or
Supplemental Retirement Savings Plan.

4.5
Other Benefits. In addition to the amounts payable to the Executive under this
Agreement, the Executive shall be entitled to receive all benefits payable to the
Executive under the Corporations tax-qualified Pension Plan, Supplemental Pension
Plan, Supplemental Executive Retirement Plan, Retirement Savings Plan, Supplemental
Retirement Savings Plan, or any other plan or arrangement sponsored by the Corporation or
any of its affiliates relating to retirement or other benefits in accordance with the
terms of such plans or arrangements.

5.       
          Change in Control.

5.1
Vesting of Stock Options. Upon a Change in Control of the Corporation, the
Executive shall fully vest in all outstanding stock options granted to the Executive under
the Corporations stock option plans. Each stock option shall continue to be
exercisable for the original term of that stock option. In accordance with the terms of
the PEP and the Corporations Restricted Stock Plan, respectively, the maximum number
of Performance Shares (150% of the target award for each performance period) held by the
Executive shall be deemed to have been earned (and shall be paid in accordance with the
payment provisions of the PEP) and all shares of restricted stock held by the Executive
shall become fully vested and no longer subject to forfeiture upon a Change in Control of
the Corporation.

5.2
Definition of Change in Control. For purposes of this Agreement, a Change in
Control of the Corporation shall mean 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 that 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, individuals who at the beginning of that 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 Section 5.2) 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 election was previously so approved, cease for any reason
to constitute a majority of the Board; (c) the Corporation enters into an agreement, the

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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 that 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 the surviving entity outstanding immediately after the 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.

6.       
          Notice. For the purpose of this Agreement, notices and all other
          communications provided for in this Agreement shall be in writing and shall be
          deemed to have been duly given when delivered or mailed by United States
          registered mail, return receipt requested, postage prepaid, addressed to the
          respective addresses set forth on the first page of this Agreement, provided
          that all notices to the Corporation shall be directed to the attention of the
          Board with a copy to the Secretary of the Corporation, or to such other address
          as either party may have furnished to the other in writing in accordance
          herewith, except that notice of change of address shall be effective only upon
          receipt.

7.       
          Waivers. The waiver by the Corporation of a breach by the Executive of
          any provision of this Agreement shall not operate or be construed as a waiver of
          any subsequent breach by him.

8.       
          Successors; Binding Agreement.

8.1
Successors. The Corporation will require any successor to all or substantially all
of the business or assets of the Corporation (whether direct or indirect, by purchase,
merger, share exchange, consolidation or otherwise) to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the Corporation
would be required to perform it if the succession had not taken place. Failure of the
Corporation to obtain the assumption and agreement prior to the effectiveness of the
succession shall be a breach of this Agreement and shall entitle the Executive to
compensation from the Corporation in the same amount and on the same terms as the
Executive would be entitled to under this Agreement if the Executive terminated his
employment for Good Reason, except that for purposes of implementing the foregoing, the
date on which the succession becomes effective shall be deemed the Date of Termination. As
used in this Agreement, Corporation shall mean the Corporation as hereinbefore
defined and any successor to its business or assets as described above that assumes and
agrees to perform this Agreement by operation of law or otherwise.

8.2
Binding Agreement. This Agreement shall inure to the benefit of and be enforceable
by the Executives personal or legal representatives, executors, administrators,
heirs, distributees, and legatees. Any amount payable to the Executive under this
Agreement at the time of his death, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the Executives legatee or other
designee or, if there is no such designee, to the Executives estate.

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9.       
          Entire Agreement; Amendment. Except as otherwise herein provided, this
          Agreement constitutes the entire understanding of the Executive and the
          Corporation with respect to the subject matter hereof and supersedes any and all
          prior understandings, written or oral. This Agreement may not be changed or
          canceled orally, but only by an instrument in writing signed by the parties.

10.       
          Governing Law. This Agreement shall be governed by the laws of the State
          of Maryland and the invalidity or unenforceability of any provisions hereof
          shall in no way affect the validity or enforceability of any other provision.

11.       
          Section Headings. The Section headings contained in this Agreement are
          for convenience of reference only and shall not limit or otherwise affect the
          meaning or interpretation of this Agreement or any of its terms and conditions.
          All references to Sections in this Agreement are to Sections of this Agreement.

IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date
first above written.

|                              |                                                                                                                                            
|----------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------
|ATTEST:/s/ BARBARA B. LUCAS   | THE BLACK & DECKER CORPORATION

By: /s/ ANTHONY LUISO                          
      Anthony Luiso, Chairman,
      Compensation Committee
|                              |                                                                                                                                            
|WITNESS:/s/ CHARLES E. FENTON | /s/ NOLAN D. ARCHIBALD
       Nolan D. Archibald                                                                                           

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