Restricted Stock Unit Award Agreement

This Restricted Stock Unit Award Agreement (this Agreement) is made effective as of _______, ____ between The Black & Decker Corporation (the Corporation) and the undersigned participant (the Participant) in The Black & Decker 2008 Restricted Stock Plan (the Plan). Terms used in this Agreement that are defined in the Plan have the meanings assigned to them in the Plan.

1.           The Participant has been granted an Award of ______________ Restricted Stock Units (RSU’s) by the Committee.

2.           The RSU’s granted pursuant to this Award do not and shall not entitle the Participant to any rights as a holder of Common Stock; provided, however, that, as long as the Participant holds RSU’s granted pursuant to this Award, the Corporation shall pay to the Participant, on each date that the Corporation pays a cash dividend to the holders of Common Stock, a cash payment equal to the dividends otherwise payable on the Common Stock represented by the Participant’s RSU’s.  The rights of the Participant with respect to the RSU’s shall remain forfeitable at all times prior to the date on which such rights become vested in accordance with the terms of this Agreement.

3.           The RSU’s are not transferable by the Participant.  Notwithstanding the foregoing, the Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant and receive any property distributable with respect to the RSU’s upon the death of the Participant.

4.           The RSU’s will be forfeited (a) if the Committee determines that the Participant has engaged in any conduct or act injurious, detrimental, or prejudicial to any interest of the Corporation or any of its Subsidiaries or (b) except as set forth in paragraph 5 of this Agreement, automatically on the date the Participant ceases to be a full-time or part-time employee of the Corporation or any of its Subsidiaries.

5.           Unless previously forfeited under paragraph 4 of this Agreement, the RSU’s shall become fully vested and no longer subject to forfeiture upon (a) a Change in Control of the Corporation, (b) the death of the Participant while a full-time or part-time employee of the Corporation, (c) termination of the Participant’s employment by the Corporation or any of its Subsidiaries due to permanent physical or mental disability of the Participant, or (d) the completion, after the date of this Agreement, of ____ years of full-time or part-time employment by the Corpora