THE BLACK & DECKER CORPORATION
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
Each member of the Board of Directors of The Black & Decker Corporation (the "Corporation") who is not an
employee of the Corporation or any of the Corporation's subsidiaries, is eligible to participate in this Deferred
Compensation Plan for Non-Employee Directors (the "Plan").
2. Administration of Plan.
The Plan will be administered by a committee of three persons (the "Committee") consisting of the persons who
from time to time shall be:
(a) the Chief Executive Officer of the Corporation, (b) the Chief Financial Officer of the Corporation, and (c) the
Secretary of the Corporation. The Committee shall have full power to interpret and administer the Plan, and the
Committee's interpretations and actions shall be binding and conclusive on all persons for all purposes. The
Committee shall act by vote or written consent of a majority of its members. 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 the Plan unless attributable to willful misconduct or lack of good faith.
a. An eligible director may elect to defer all or any part of the compensation which would otherwise have been
payable currently for services as a member of the Board of Directors (including fees payable for services as a
member of a committee of the Board). An election must be executed and filed with the Committee prior to the
date on which the compensation will be earned. A new director may elect to participate in the Plan by executing
and filing an election with the Committee prior to the commencement of the director's term of office.
b. An election shall be in writing substantially in the form attached as Exhibit A.
c. An election to participate in the Plan shall be effective from the date of the election and for a