SPECIAL DEFERRAL AGREEMENT


         THIS AGREEMENT,  made this 7th day  of February, 2000, by  and  between
Paul  A.   Gustafson   ("Executive")   and  The   Black  &  Decker   Corporation
("Corporation"),  on its  own  behalf  and on  behalf  of its  subsidiaries  and
affiliates.
                                    RECITALS
         The Executive is one of the Corporation's Executive Vice Presidents and
is a participant in The Black & Decker Annual Incentive Plan (the "AIP").
         The Executive  may be awarded a bonus under the AIP, at the  discretion
of the Board of Directors of the Corporation when it meets later this month (the
"February 2000 Bonus").
         The  Executive  desires to defer his receipt of a portion or all of the
February  2000  Bonus  and the  Corporation  is  willing  to permit  that  bonus
deferral.
         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants contained herein, and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

         1. The foregoing recitals are incorporated  into this Agreement by this
reference.
         2. The  Executive  hereby  irrevocably  elects  to defer  _25__% of the
February  2000 Bonus which he may be awarded,  but in no event more than 100% of
the February  2000 Bonus  reduced by the  percentage  of the February 2000 Bonus
that  the  Executive  has  directed  to be  contributed  to The  Black &  Decker
Retirement  Savings  Plan  pursuant to his election in effect under that plan at
the execution of this Agreement.
         3. The  Corporation  shall cause the amount of the February  2000 Bonus
that the Executive has elected to defer under this Agreement to be deducted from
the February  2000 Bonus  payment and credited to a  bookkeeping  account on the
Corporation's  books  in the  name of the  Executive,  to  which  shall  also be
credited  (a) amounts  equal to any deemed  earnings or losses and (b)  expenses
charged to the Account.
         4. The amount  deferred by the  Executive  pursuant  to this  Agreement
shall be administered,  deemed to be invested,  adjusted for expenses and deemed
gains and losses, paid and otherwise governed by the terms of The Black & Decker
Supplemental Retirement Savings Plan, as in effect on the date of this Agreement
and as amended from time to time thereafter (the "SRSP"), in the same manner and
in all  respects as those  terms of the SRSP would apply to the amount  deferred
pursuant  to  this  Agreement  if  that  deferral   constituted  a  "Participant
Compensation Deferral" of the Executive's AIP Bonus under the SRSP. The terms of
the SRSP are hereby incorporated into this Agreement by this reference.
         5. The  Executive's  interest in the amount  deferred  pursuant to this
Agreement,  as  adjusted,  shall be 100%  vested  and  shall be paid in the form
checked below (check one):
                  __X__    A Lump Sum Distribution

                  _____    Substantially  Equal Annual  Installments  Over _____
                           Years (not to exceed 10 years) and shall  be paid (or
                           commence to be paid) at the date designated below:

                  __X__    At the Executive's termination of employment with The
                           Black   &   Decker   Corporation   and   all  of  its
                           subsidiaries and affiliates

                  _____    At  _____________,  20____.  (Date may not be earlier
                           than January 1, 2002 and may not be accelerated,  but
                           may be  extended,  pursuant  to the terms of the SRSP
                           and subject to certain limitations.)

                  _____    At the  earlier  of the  Executive's  termination  of
                           employment  with The Black & Decker  Corporation  and
                           all   of   its   subsidiaries   and   affiliates   or
                           ____________,  20____.  (Date may not be earlier than
                           January 1, 2002 and may not be  accelerated,  but may
                           be  extended,  pursuant  to the terms of the SRSP and
                           subject to certain limitations.)

         6. In the event of the Executive's death, the undistributed  balance of
the Executive's account established  pursuant to this Agreement shall be paid to
the person or persons determined to be his "Beneficiary"  under the terms of the
SRSP and shall be payable to that  Beneficiary  at the  time(s)  and in the form
determined under the SRSP.
         7. No amount  payable to the  Executive or his  Beneficiary  under this
Agreement will, except as otherwise  specifically provided by law, be subject in
any manner to anticipation, alienation, attachment, garnishment, sale, transfer,
assignment (either at law or in equity), levy, execution,  pledge,  encumbrance,
charge or any other legal or equitable process, and any attempt to do so will be
void;  nor will any benefit be in any manner liable for or subject to the debts,
contract,  liabilities,  engagements  or torts of the person  entitled  thereto.
Further,  (i) the  withholding  of taxes from  payments,  (ii) the  recovery  of
overpayments of benefits  previously  made to the Executive or  Beneficiary,  or
(iii)  the  direct  deposit  of  benefit  payments  to an  account  in a banking
institution  (if not actually part of an arrangement  constituting an assignment
or alienation) shall not be construed as an assignment or alienation.
         In the event that the Executive's or Beneficiary's  benefits  hereunder
are garnished or attached by order of any court,  the Corporation or trustee may
bring an action or a declaratory  judgment in a court of competent  jurisdiction
to  determine  the  proper  recipient  of the  benefits  to be paid  under  this
Agreement.  During the pendency of said action, any benefits that become payable
shall be held as credits to the Executive's or Beneficiary's  account or, if the
Corporation  prefers,  paid  into  the  court  as  they  become  payable,  to be
distributed by the court to the recipient as the court deems proper at the close
of said action.


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         IN WITNESS WHEREOF,  each of the parties has executed this Agreement as
of the day and year first above written.

WITNESS:                                THE BLACK & DECKER CORPORATION

                                        By:/s/PETER T. SARANDOS
                                        ------------------------------



WITNESS:                                EXECUTIVE
                                        /s/P. A. GUSTAFSON
                                        ------------------------------