Contact:     Barbara B. Lucas
                                                Senior Vice President
                                                Public Affairs
                                                410-716-2980

                                                Mark M. Rothleitner
                                                Vice President
                                                Investor Relations and Treasurer
                                                410-716-3979


FOR IMMEDIATE RELEASE:  Wednesday, September 29, 2004

Subject:  Black & Decker  Receives  Regulatory  Approvals for the Acquisition of
Pentair's Tools Group

Towson, MD - The Black & Decker Corporation (NYSE: BDK) today announced that the
antitrust  waiting  periods have passed,  or it has received  clearance from all
regulatory  agencies,  for the  purchase of the Tools Group from  Pentair,  Inc.
(NYSE:  PNR). The Tools Group includes the  Porter-Cable,  Delta,  DeVilbiss Air
Power, Oldham Saw, and FLEX businesses. The purchase price will be approximately
$775 million in cash, and the closing of the  transaction is now  anticipated to
occur in early  October.  The Tools Group's sales and operating  profit for 2003
were $1.08 billion and $82 million, respectively.

     Nolan D. Archibald,  Chairman and Chief Executive Officer,  commented,  "We
are pleased to have received regulatory  clearance.  By adding the Tools Group's
well-respected  brands  and  products,  we expand  our  offerings  where we have
relatively low market share. Further, we are enhancing our distribution network,
particularly  in the industrial and  construction  channel.  The  acquisition of
Pentair's Tools Group is a great strategic fit with our DEWALT division and will
nearly double our North American professional business."


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     "From a  strategic  and  financial  perspective,  this is an ideal  bolt-on
acquisition. We will leverage our proven strengths in product innovation,  brand
management, strong customer relationships, end-user focus, and cost reduction to
add value to the acquired  businesses.  We  anticipate  that we will realize $65
million of annual cost  savings by the end of 2007.  The  acquisition  should be
slightly  accretive  to  earnings  per  share  in  2004,  and  as we  previously
announced,  we expect accretion of approximately  $0.50 per share in 2005 and an
incremental  $0.25 per share in both 2006 and 2007, for a total annual accretion
of $1.00 per share by the end of 2007. The  acquisition  has a very positive net
present  value and  should be accretive  to our return  on capital  employed  by
2007."

     This  release  includes  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934. By their nature,  all  forward-looking  statements involve
risks  and  uncertainties.  For a more  detailed  discussion  of the  risks  and
uncertainties  that may affect Black & Decker's  operating and financial results
and its  ability to achieve the  financial  objectives  discussed  in this press
release,  interested  parties  should  review the  "Forward-Looking  Statements"
sections in Black & Decker's  reports  filed with the  Securities  and  Exchange
Commission,  including  the Annual Report on Form 10-K for the fiscal year ended
December 31, 2003.

     Black & Decker is a leading global manufacturer and marketer of power tools
and accessories,  hardware and home improvement  products,  and technology-based
fastening systems.
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