form8k10202008a.htm

0000012355-08-000143.txt : 20081020 0000012355-08-000143.hdr.sgml : 20081020 20081020164923 ACCESSION NUMBER: 0000012355-08-000143 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20081020 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081020 DATE AS OF CHANGE: 20081020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACK & DECKER CORP CENTRAL INDEX KEY: 0000012355 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 520248090 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-03593 FILM NUMBER: 081131824 BUSINESS ADDRESS: STREET 1: 701 E JOPPA RD CITY: TOWSON STATE: MD ZIP: 21286 BUSINESS PHONE: 4107163900 MAIL ADDRESS: STREET 1: 701 EAST JOPPA ROAD STREET 2: MAIL STOP TW 290 CITY: TOWSON STATE: MD ZIP: 21286 FORMER COMPANY: FORMER CONFORMED NAME: BLACK & DECKER MANUFACTURING CO DATE OF NAME CHANGE: 19850206 8-K 1 form8k10202008a.htm FORM 8-K FILED OCTOBER 20, 2008 form8k10202008a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

October 16, 2008

Date of Report (Date of earliest event reported)

THE BLACK & DECKER CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	1-1553	52-0248090
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


701 East Joppa Road
Towson, Maryland		21286
(Address of principal executive offices)		(Zip Code)

(410) 716-3900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

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ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On October 16, 2008, the Board of Directors of Black & Decker approved amendments to The Black & Decker Supplemental Retirement Savings Plan (the “Savings Plan”) and The Black & Decker Corporation Deferred Compensation Plan for Non-Employee Directors (the “Directors Plan”). Copies of the Savings Plan and the Directors Plan, as amended, are attached as Exhibits 99.1 and 99.2, respectively, to this Report and are incorporated herein by reference.

In accordance with a transition rule under Section 409A of the Internal Revenue Code, the Savings Plan and the Directors Plan, as amended, allow a participant to change prior elections of amounts deferred under those plans, except that a revised election cannot change the payment terms for amounts that are scheduled to be paid in 2008 or cause payments to be accelerated into 2008. Participants in the Savings Plan cannot change an election to accelerate a prior payment date if the tax deduction with respect to any portion of the payment subject to that election would be limited by Section 162(m) of the Internal Revenue Code. The amendment to the Directors Plan also provides for the automatic distribution of deferred compensation balances upon the occurrence of a “Change in Control of the Corporation” as defined in the Directors Plan. The amendments to the Savings Plan and the Directors Plan will not result in any material incremental cost to Black & Decker.

ITEM 5.03

AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On October 16, 2008, the Board of Directors of Black & Decker approved amendments to Black & Decker’s bylaws, effective immediately. A copy of Black & Decker’s amended bylaws is attached as Exhibit 3 to this Report and is incorporated herein by reference. In addition to the changes described below, these amendments include non-substantive changes to clarify or update certain provisions or to be consistent with Maryland corporate law. The following is a summary of the principal changes to the bylaws:

Prior to the amendments, the bylaws required the annual meeting of stockholders to be held on the third Thursday in April of each year. As amended, the bylaws allow the Board of Directors to set the time and place of the annual meeting, which is consistent with a recent change in Maryland law. The 2009 annual meeting of stockholders is scheduled to occur on April 30, 2009.

Prior to the amendments, the bylaws required stockholders who intend to submit a director nomination or other business before the annual meeting of stockholders to give written notice to Black & Decker not less than 90 days nor more than 110 days prior to the meeting. As amended, the bylaws require written notice not less than 120 days nor more than 150 days prior to the first anniversary of the date on which Black & Decker first mailed its proxy materials in connection with the previous year’s annual meeting of

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stockholders. Stockholders desiring to bring business before the 2009 annual meeting of stockholders must give written notice to Black & Decker before November 25, 2008.

As amended, the bylaws require stockholders who intend to submit a director nomination or other business before an annual or special meeting of stockholders to include, in addition to other information, (a) certain details about all ownership interests in Black & Decker by the stockholder and any beneficial owner on whose behalf the nomination or proposal is made, including any derivative or short positions, profit or other economic interests, options, hedging transactions, borrowed or loaned shares, or any rights to vote Black & Decker’s securities, (b) a description of any agreement among the stockholder, the beneficial owner, and any of their affiliates or associates, and (c) a representation to update that information as of the record date of the meeting no later than 10 days after the record date.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 3

Bylaws of The Black & Decker Corporation, as amended.

Exhibit 99.1

The Black & Decker Supplemental Retirement Savings Plan, as amended.

Exhibit 99.2

The Black & Decker Corporation Deferred Compensation Plan for Non-Employee Directors, as amended.

S I G N A T U R E S

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE BLACK & DECKER CORPORATION


	By:	/s/ CHARLES E. FENTON
		Charles E. Fenton
		Senior Vice President and General Counsel

Date: October 20, 2008

EX-3 2 form8k10202008b.htm EXHIBIT 3 FILED OCTOBER 20, 2008 form8k10202008b.htm

Exhibit 3

BYLAWS

THE BLACK & DECKER CORPORATION

ARTICLE I

Stockholders

SECTION 1. Annual Meeting.

The annual meeting of stockholders shall be held on the date and at the time and place as the Board of Directors may by resolution provide for the purpose of electing directors and for the transaction of only such other business as is properly brought before the meeting in accordance with these Bylaws.

To be properly brought before the meeting, business must be either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the meeting by or at the direction of the Board, or (c) otherwise properly brought before the meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given written notice thereof that is received by the Secretary of the Corporation at the principal executive offices of the Corporation not less than 120 days nor more than 150 days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials in connection with the previous year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is more than 30 days earlier or more than 60 days later than the anniversary date of the previous year’s annual meeting, notice by the stockholder must be so received not more than 110 days prior to the annual meeting and not less than the later of 90 days prior to the annual meeting or 10 days following the day on which public announcement of the date of the annual meeting is first made. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business and of the beneficial owner of the Corporation’s shares, if any, on whose behalf the proposal is made, (iii) the class and number of shares of capital stock of the Corporation that are owned of record or beneficially by the stockholder and the beneficial owner, if any, on whose behalf the proposal is made, (iv) any material interest of the stockholder and of the beneficial owner of the Corporation’s shares, if any, on whose behalf the proposal is made in such business, (v) a description of any agreement, arrangement, or understanding with respect to such business among the stockholder, the beneficial owner, if any, on whose behalf the proposal is made, any of their respective affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, (vi) a description of any agreement, arrangement, or understanding that has been entered into as of the date of the stockholder’s notice by, or on behalf of, the stockholder, the beneficial owner, if any, on whose behalf the proposal is made, or any of their respective affiliates or associates the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the stockholder, the beneficial owner, or their respective affiliates and associates with respect to shares of capital stock of the Corporation, including but not limited to any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares, and (vii) a representation that the stockholder will update or supplement the foregoing information as of the record date for the meeting not later than 10 days after the record date for the meeting.

Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this section. The Chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance

with the provisions of this section, and if the Chairman should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

SECTION 2. Special Meetings.

Special meetings of the stockholders may be called at any time for any purpose or purposes by the Chief Executive Officer, by a majority of the Board of Directors, or by a majority of the Executive Committee. Stockholders entitled to cast a majority of all votes entitled to be cast at a special meeting may request that the Board of Directors call a special meeting of the stockholders for the purpose or purposes stated in the written request. Upon receiving the request, the Secretary shall inform the requesting stockholders of the reasonably estimated costs of preparing and mailing the notice of the meeting. Upon payment of those costs to the Corporation, the Board of Directors shall determine the validity of the request and, if valid, shall determine the time (which shall be not less than 90 nor more than 110 days from the date the request was received) and place of the meeting. If a special meeting is to be called at the request of stockholders as contemplated by this Section 2, the Corporation may request that each stockholder who has requested the meeting provide the information such stockholder would be required to provide by Section 1 of this Article I if the matter or matters proposed to be acted upon at the special meeting were being proposed by the stockholder at an annual meeting. If a special meeting is to be called at the request of stockholders as contemplated by this Section 2 for the purpose of electing directors, the Corporation may request that each stockholder who has nominated a person for election as a director provide the information such stockholder would be required to provide by Section 3 of Article II if the stockholder submitted nominations of persons for election as directors at the annual meeting. However called, the Secretary shall give notice of the time and place of the special meeting and the business to be transacted at the meeting in accordance with Section 4 of this Article I. No business other than that stated in the notice shall be transacted at any special meeting.

SECTION 3. Place of Meetings.

All meetings of stockholders shall be held at the principal offices of the Corporation at Towson, Baltimore County, Maryland, or at such other location in the United States of America as the Board of Directors may provide in the notice of the meeting.

SECTION 4. Notice of Meetings.

Notice of each meeting of the stockholders shall be given to each stockholder either by written notice mailed to the stockholder's mailing address as it appears on the records of the Corporation or by a form of electronic transmission to an address consented to by the stockholder. The notice shall be given not more than 90 nor less than 20 days before the meeting and shall state the place, day, and hour at which the meeting is to be held. Notice of a meeting of the stockholders does not need to be given to any stockholder who waives notice in a signed writing filed with the records of the meeting either before or after the meeting is held.

SECTION 5. Quorum.

At any meeting of stockholders the presence in person or by proxy of the holders of record of a majority of the shares of stock entitled to vote at the meeting shall constitute a quorum. In the absence of a quorum, the stockholders entitled to vote who shall be present in person or by proxy at any meeting (or adjournment thereof) may, by a majority vote and without further notice, adjourn the meeting from time to time, but not for a period of over thirty days at any one time, until a quorum shall attend. At any adjourned meeting at which a quorum shall be present, any business may be transacted that could have been transacted if the meeting had been held as originally scheduled.

SECTION 6. Conduct of Meetings.

Meetings of stockholders shall be presided over by the Chairman of the Board of Directors of the Corporation or, in the Chairman's absence, by the Vice Chairman of the Board, or if both of such officers are absent, by the President of the Corporation. The Secretary of the Corporation shall act as secretary of meetings of the stockholders and in the

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Secretary's absence, the records of the proceedings shall be kept and authenticated by such other person as may be appointed for that purpose at the meeting by the presiding officer. To participate in a meeting, stockholders must be present in person or by proxy; stockholders may not participate by means of a conference telephone or other communications equipment. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order that the Board may adopt.

SECTION 7. Approval of Minutes.

The minutes of all meetings of stockholders shall be corrected and approved by a committee of directors designated by the Board and if none is designated, by the Corporate Governance Committee. At a subsequent meeting of stockholders, the minutes shall be available for review by a stockholder.

SECTION 8. Proxies.

Stockholders may vote either in person or by proxy, and if by proxy, in any manner authorized by the Maryland General Corporation Law. A proxy that is dated more than 11 months before the meeting at which it is offered shall not be accepted unless the proxy shall state a longer period for which it is to remain in force. A written proxy shall be dated and signed by the stockholder, or the stockholder's duly authorized agent, but need not be sealed, witnessed or acknowledged. Proxies shall be filed with the Secretary of the Corporation at or before the meeting.

SECTION 9. Voting.

Except as otherwise provided in the charter of the Corporation, at all meetings of stockholders, each holder of shares of Common Stock shall be entitled to one vote for each share of Common Stock registered in the stockholder's name upon the books of the Corporation on the date fixed by the Board of Directors as the record date for the determination of stockholders entitled to vote at the meeting. Except as otherwise provided in the charter of the Corporation, all elections and matters submitted to a vote at meetings of stockholders shall be decided by a majority of all votes cast in person or by proxy, unless more than a majority of the votes cast is required by statute, by charter, or by these Bylaws. If the presiding officer shall so determine, a vote by ballot may be taken upon any election or matter, and the vote shall be so taken upon the request of the holders of ten percent of the stock present and entitled to vote on the election or matter. If the presiding officer shall so determine, the votes on all matters to be voted upon by ballot may be postponed to be voted on at the same time or on a single ballot.

SECTION 10. Inspectors of Elections.

One or more inspectors may be appointed by the presiding officer at any meeting. If so appointed, the inspector or inspectors shall open and close the polls, receive and take charge of the proxies and ballots, decide all questions as to the qualifications of voters and the validity of proxies, determine and report the results of elections and votes on matters before the meeting, and do such other acts as may be proper to conduct the election and the vote with fairness to all stockholders.

SECTION 11. List of Stockholders.

Prior to each meeting of the stockholders, the Secretary of the Corporation shall prepare, as of the record date fixed by the Board of Directors with respect to the meeting, a full and accurate list of all stockholders entitled to vote at the meeting, indicating the number of shares and class of stock held by each. The Secretary shall be responsible for the production of that list at the meeting.

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ARTICLE II

Board of Directors

SECTION 1. Powers.

The property, business, and affairs of the Corporation shall be managed by the Board of Directors of the Corporation. The Board of Directors may exercise all the powers of the Corporation, except those conferred upon or reserved to the stockholders by statute, by charter or by these Bylaws. The Board of Directors shall keep minutes of each of its meetings and a full account of all of its transactions.

SECTION 2. Number of Directors.

The number of directors of the Corporation shall be 14 or such lesser number not less than eight as may from time to time be determined by the vote of three-fourths of the entire Board of Directors. However, the tenure of office of a director shall not be affected by any change in number.

SECTION 3. Nomination of Directors.

Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors at a meeting of stockholders. Nominations of persons for election as directors may be made at a meeting of stockholders by or at the direction of the Board of Directors by any nominating committee or person appointed by the Board or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this section. Nominations, other than those made by or at the direction of the Board, shall be made pursuant to written notice delivered to or mailed and received by the Secretary of the Corporation at the principal executive offices of the Corporation not less than 120 days nor more than 150 days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials in connection with the previous year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is more than 30 days earlier or more than 60 days later than the anniversary date of the previous year’s annual meeting, notice by the stockholder must be so received not more than 110 days prior to the annual meeting and not less than the later of 90 days prior to the annual meeting or 10 days following the day on which public announcement of the date of the annual meeting is first made. The notice to the Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the Corporation that are beneficially owned by the person, (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, and (v) the consent of the person to serve as a director of the Corporation if so elected; and (b) as to the stockholder giving the notice and the beneficial owner of the Corporation’s shares, if any, on whose behalf the nomination is made, (i) the name and record address of the stockholder and beneficial owner, (ii) the class and number of shares of capital stock of the Corporation that are owned of record or beneficially by the stockholder or beneficial owner, (iii) a description of any agreement, arrangement, or undertaking that has been entered into as of the date of the stockholder’s notice by, or on behalf of, the stockholder, the beneficial owner, or any of their respective affiliates or associates the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the stockholder, the beneficial owner, or their respective affiliates or associates with respect to shares of capital stock of the Corporation, including but not limited to any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares, and (iv) a representation that the stockholder will update or supplement the foregoing information as of the record date for the meeting not later than 10 days after the record date for the meeting. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of the proposed nominee to serve as a director of the Corporation.

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The presiding officer of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and, if the presiding officer shall so determine and shall so declare to the meeting, the defective nomination shall be disregarded.

SECTION 4. Election.

Except as hereinafter provided, the members of the Board of Directors shall be elected each year at the annual meeting of stockholders by the vote of the holders of record of a majority of the shares of stock present in person or by proxy and entitled to vote at the meeting. Each director shall hold office until the next annual meeting of stockholders held after his or her election and until his or her successor shall have been duly elected and qualified, or until death, or until he or she shall have resigned, or shall have been removed as hereinafter provided. Each person elected as director of the Corporation shall qualify as such by written acceptance or by attendance at and participation as a director in a duly called meeting of the Board of Directors.

SECTION 5. Removal.

At a duly called meeting of the stockholders at which a quorum is present, the stockholders may, by vote of the holders of a majority of the votes entitled to be cast at the meeting, remove with or without cause any director or directors from office, and may elect a successor or successors to fill any resulting vacancy for the remainder of the term of the director so removed.

SECTION 6. Vacancies.

If any director shall die or resign, or if the stockholders shall remove any director without electing a successor to fill the remaining term, that vacancy may be filled by the vote of a majority of the remaining members of the Board of Directors, although a majority may be less than a quorum. Vacancies in the Board created by an increase in the number of directors may be filled by the vote of a majority of the entire Board as constituted prior to the increase. A director elected by the Board of Directors to fill any vacancy, however created, shall hold office until the next annual meeting of stockholders and until his or her successor shall have been duly elected and qualified.

SECTION 7. Meetings.

Immediately after each annual meeting of stockholders at which a Board of Directors shall have been elected, the Board of Directors shall meet, without notice, for the election of an Executive Committee of the Board of Directors, for the election of officers of the Corporation, and for the transaction of other business. Other regular meetings of the Board of Directors shall be held in the months of February, July, October and December on the day and at the time designated by the Chief Executive Officer. Special meetings of the Board of Directors may be called at any time by the Chief Executive Officer or by any two directors. Regular and special meetings of the Board of Directors may be held at such place, in or out of the State of Maryland, as the Board may from time to time determine.

SECTION 8. Notice of Meetings.

Except for the meeting immediately following the annual meeting of stockholders, notice of the place, day and hour of a regular meeting of the Board of Directors shall be given in writing to each director not less than three days prior to the meeting and delivered to the director or to the director's residence or usual place of business, or by mailing it, postage prepaid and addressed to the director at his or her address as it appears upon the records of the Corporation. Notice of special meetings may be given in the same way, or may be given personally, by telephone, or by telegraph or facsimile message sent to the director's home or business address as it appears upon the records of the Corporation, not less than one day prior to the meeting. Unless required by these Bylaws or by resolution of the Board of Directors, no notice of any meeting of the Board of Directors need state the business to be transacted at the meeting. No notice of any meeting of the Board of Directors need be given to any director who attends, or to any director who, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives notice.

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SECTION 9. Quorum.

A majority of the Board of Directors shall constitute a quorum for the transaction of business at meetings of the Board of Directors. Except as otherwise provided by statute, by charter, or by these Bylaws, the vote of a majority of the directors present at a duly constituted meeting shall be sufficient to pass any measure, and such decision shall be the decision of the Board of Directors. In the absence of a quorum, the directors present, by majority vote and without further notice, may adjourn the meeting from time to time until a quorum shall be present. The Board of Directors may also take action or make decisions by any other method that may be permitted by statute, by charter, or by these Bylaws.

SECTION 10. Presumption of Assent.

A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the director announces his or her dissent at the meeting, and (a) the dissent is entered in the minutes of the meeting, (b) before the meeting adjourns the director files with the person acting as the secretary of the meeting a written dissent to the action, or (c) the director forwards a written dissent within 24 hours after the meeting is adjourned by registered or certified mail to the Secretary of the Corporation. The right to dissent does not apply to a director who voted in favor of the action or who failed to announce his or her dissent at the meeting. A director may abstain from voting on any matter before the meeting by so stating at the time the vote is taken and by causing the abstention to be recorded or stated in writing in the same manner as provided above for a dissent.

SECTION 11. Compensation.

Each director shall be entitled to receive such remuneration as may be fixed from time to time by the Board of Directors. However, no director who receives a salary as an officer or employee of the Corporation or of any subsidiary thereof shall receive any remuneration as a director or as a member of any committee of the Board of Directors. Each director may also receive reimbursement for the reasonable expenses incurred in attending the meetings of the Board of Directors, the meetings of any committee thereof, or otherwise in connection with attending to the affairs of the Corporation.

ARTICLE III

Committees

SECTION 1. Executive Committee.

At its first meeting after the annual meeting of the stockholders, the Board of Directors shall elect an Executive Committee consisting of at least five members of the Board, of whom the Chairman of the Board, if any, shall be one. The Board shall designate a Chairman of the Executive Committee who shall serve as Chairman of the Executive Committee at the pleasure of the Board. During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise all powers in the management and direction of the business and affairs of the Corporation except as limited by the Maryland General Corporation Law or by resolution of the Board of Directors. All action taken by the Executive Committee shall be reported to the Board of Directors at its meeting next succeeding such action, and shall be subject to revision and alteration by the Board, provided that no rights of third parties may be adversely affected by any revision or alteration. Delegation of authority to the Executive Committee shall not relieve the Board of Directors or any director of any responsibility imposed by law or statute or by charter.

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SECTION 2. Other Committees.

From time to time the Board of Directors by resolution adopted by the affirmative vote of a majority of the members of the entire Board may provide for and appoint other committees to have the powers and perform the duties assigned to them by the Board of Directors.

SECTION 3. Meetings of Committees.

Each committee of the Board of Directors shall fix its own rules of procedure, and shall meet as provided by those rules or by resolution of the Board, or at the call of the chairman or any two members of the committee. A majority of each committee shall constitute a quorum thereof, and in every case the affirmative vote of a majority of the entire committee shall be necessary to take any action. Each committee may also take action by any other method that may be permitted by statute, by charter, or by these Bylaws. In the event a member of a committee fails to attend any meeting of the committee, the other members of the committee present at the meeting, whether or not they constitute a quorum, may appoint a member of the Board of Directors to act in the place of the absent member. Regular minutes of the proceedings of each committee and a full account of all its transactions shall be kept in a book provided for that purpose. Vacancies in any committee of the Board of Directors shall be filled by the Board of Directors.

ARTICLE IV

Officers

SECTION 1. Election and Tenure.

The Board of Directors may elect a Chairman and a Vice Chairman from among the directors. The Board of Directors shall elect a President, a Treasurer and a Secretary, and one or more Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and such other officers with such powers and duties as the Board may designate, none of whom need be a director. Each officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or her election and until a successor shall have been duly chosen and qualified or until he or she shall have resigned or been removed. All elections to office shall be by a majority vote of the entire Board of Directors.

SECTION 2. Chairman of the Board.

The Chairman of the Board shall preside at all meetings of stockholders and of the Board of Directors at which he or she shall be present. The Chairman shall have such other powers and perform such other duties as from time to time may be assigned by the Board of Directors.

SECTION 3. Vice Chairman of the Board.

The Vice Chairman of the Board, in the absence of the Chairman of the Board, shall preside at all meetings of stockholders and the Board of Directors. (In the absence of the Chairman and the Vice Chairman, the Board of Directors shall elect a chairman of the meeting.) The Vice Chairman shall have such other powers and perform such other duties as from time to time may be assigned by the Board of Directors or by the Chairman of the Board.

SECTION 4. President.

The President shall be the Chief Executive Officer of the Corporation and, subject to the control of the Board of Directors and the Executive Committee, shall have general charge and supervision of the Corporation's business, affairs, and properties. The President shall have authority to sign and execute, in the name of the Corporation, all authorized deeds, mortgages, bonds, contracts or other instruments. The President may sign, with the Secretary or the Treasurer, stock certificates of the Corporation. In the absence of the Chairman and the Vice Chairman of the Board,

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the President shall preside at meetings of stockholders. In general, the President shall perform all the duties ordinarily incident to the office of a president of a corporation, and such other duties as, from time to time, may be assigned by the Board of Directors or by the Executive Committee.

SECTION 5. Vice Presidents.

Each Vice President, which term shall include any Executive Vice President, Senior Vice President, or Group Vice President, shall have the power to sign and execute, unless otherwise provided by resolution of the Board of Directors, all contracts or other obligations in the name of the Corporation in the ordinary course of business, and with the Secretary, or with the Treasurer, or with an Assistant Secretary, or with an Assistant Treasurer, may sign stock certificates of the Corporation. At the request of the President or in the President's absence or during the President's inability to act, the Vice President or Vice Presidents shall perform the duties and exercise the functions of the President, and when so acting shall have the powers of the President. If there is more than one Vice President, the Board of Directors may determine which one or more of the Vice Presidents shall perform any of such duties or exercise any of such functions, or if the determination is not made by the Board, the President may make the determination. The Vice President or Vice Presidents shall have such other powers and perform such other duties as may be assigned by the Board of Directors or by the President. For purposes of this Article IV, Section 5, the term Vice President does not include a Vice President appointed pursuant to Article IV, Section 9.

SECTION 6. Secretary.

The Secretary shall keep the minutes of the meetings of the stockholders, of the Board of Directors, and of the Executive Committee, including all the votes taken at the meetings, and record them in books provided for that purpose. The Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by statute. The Secretary shall be the custodian of the records and of the corporate seal of the Corporation. The Secretary may affix the corporate seal to any document executed on behalf of the Corporation, and may attest the same. The Secretary may sign, with the President or a Vice President, stock certificates of the Corporation. In general, the Secretary shall perform all duties ordinarily incident to the office of a secretary of a corporation, and such other duties as, from time to time, may be assigned by the Board of Directors or by the President.

SECTION 7. Treasurer.

The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies, or depositories as he or she shall designate subject to the control of the Board of Directors. The Treasurer shall cause the disbursement of the funds of the Corporation as may be required in the conduct of its business. In general, the Treasurer shall perform all the duties ordinarily incident to the office of a treasurer of a corporation, and such other duties as, from time to time, may be assigned by the Board of Directors or by the President.

SECTION 8. Subordinate Officers.

The subordinate officers shall consist of such assistant officers and agents as may be deemed desirable and as may be elected by a majority of the members of the Board of Directors. Each such subordinate officer shall hold office for such period, have such authority and perform such duties as the Board of Directors or the President may prescribe.

SECTION 9. Appointed Vice Presidents.

The Chief Executive Officer may from time to time appoint one or more Vice Presidents with such administrative powers and duties as may be designated or approved by the Chief Executive Officer. An appointed Vice President shall not be a corporate officer and may be removed by the Chief Executive Officer.

- 8 - -

SECTION 10. Officers Holding Two or More Offices.

Any two or more of the above named offices, except those of Chairman and Vice Chairman of the Board and those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if the instrument is required by statute, by charter, by these Bylaws, or by resolution of the Board of Directors to be executed, acknowledged, or verified by two or more officers.

SECTION 11. Compensation.

The Board of Directors shall have power to fix the compensation of all officers of the Corporation. It may authorize any officer upon whom the power of appointing subordinate officers may have been conferred to fix the compensation of the subordinate officers.

SECTION 12. Removal.

Any officer of the Corporation may be removed, with or without cause, by a vote of a majority of the entire Board of Directors, and any officer of the Corporation appointed by another officer may also be removed, with or without cause, by the appointing officer, by the Executive Committee, or by the Board of Directors.

SECTION 13. Vacancies.

A vacancy in any office because of death, resignation, removal, or any other cause shall be filled for the unexpired portion of the term by election of the Board of Directors at any regular or special meeting.

ARTICLE V

Stock

SECTION 1. Certificates; Uncertificated Shares.

Each stockholder shall be entitled to a certificate or certificates that shall represent and certify the number and kind of shares of the Corporation's stock owned by the stockholder for which full payment has been made, or for which payment is being made by installments in conjunction with a stockholder-approved option plan. Each stock certificate shall be signed by the Chairman, the President or a Vice President and countersigned by the Secretary or Treasurer or Assistant Treasurer of the Corporation. A stock certificate shall be deemed to be so signed and sealed whether the required signatures are manual or facsimile signatures and whether the seal is a facsimile seal or any other form of seal. In case any officer of the Corporation who has signed a stock certificate ceases to be an officer of the Corporation, whether because of death, resignation or otherwise, before the stock certificate is issued, the certificate may nevertheless be issued and delivered by the Corporation as if the officer had not ceased to be such officer on the date of issue. Upon request by a registered holder of uncertificated shares, the Corporation shall furnish to the holder a written statement containing the information required to be set forth on certificates pursuant to applicable laws.

SECTION 2. Transfer of Shares.

Shares of stock shall be transferable only on the books of the Corporation by the holder thereof, in person or by duly authorized agent, upon the surrender of the stock certificate representing the shares to be transferred, properly endorsed, or if such shares are uncertificated upon presentment of proper evidence of succession, assignation or authority to transfer and on compliance with the customary procedures for transferring shares in uncertificated form. The Board of Directors shall have power and authority to make other rules and regulations concerning the issue, transfer and registration of stock certificates and uncertificated shares as it may deem expedient and in accordance with applicable law.

- 9 - -

SECTION 3. Transfer Agents and Registrars.

The Corporation may have one or more transfer agents and one or more registrars of its stock, whose respective duties the Board of Directors may, from time to time, define. No stock certificate shall be valid until countersigned by a transfer agent, if the Corporation has a transfer agent in respect of that class or series of capital stock, or until registered by a registrar, if the Corporation has a registrar in respect of that class or series of capital stock. The duties of transfer agent and registrar may be combined.

SECTION 4. New Certificates.

In case any stock certificate is alleged to have been lost, stolen, mutilated, or destroyed, the Board of Directors may authorize the issue of either a new certificate or uncertificated shares in place thereof upon such terms and conditions as it may deem advisable. The Board of Directors may, in its discretion, further require the owner of the stock certificate or the owner's duly authorized agent to give bond with sufficient surety to the Corporation to indemnify it against any loss or claim that may arise by reason of the issue of a stock certificate or uncertificated shares in the place of a stock certificate reportedly lost, stolen, or destroyed.

SECTION 5. Record Dates.

The Board of Directors may fix, in advance, a date as the record date for the purpose of determining those stockholders who shall be entitled to notice of, or to vote at, any meeting of stockholders, or for the purpose of determining those stockholders who shall be entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of making any other proper determination with respect to stockholders. The date shall be not more than 90 days, and in the case of a meeting of stockholders, not less than 20 days, prior to the date on which the particular action, requiring such determination of stockholders, is to be taken. In lieu of fixing a record date, the Board of Directors may provide that the stock transfer books shall be closed for a stated period, not to exceed in any case 20 days. When the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, the closing of the transfer books shall be at least 10 days before the date of the meeting.

SECTION 6. Annual Report.

The President of the Corporation shall annually prepare a full and correct statement of the affairs of the Corporation, including a balance sheet and a financial statement of operations for the preceding fiscal year. These statements shall be sent to the extent possible to each beneficial owner of the stock of the Corporation prior to or with the proxy statement and notice to stockholders of the annual meeting of stockholders. It will be submitted at the annual meeting, and within 20 days thereafter be placed on file at the Corporation's principal offices in Maryland.

ARTICLE VI

Dividends and Finance

SECTION 1. Dividends.

Subject to any statutory or charter conditions and limitations, the Board of Directors may in its discretion declare what, if any, dividends shall be paid from the surplus or from the net profits of the Corporation, the date when the dividends shall be payable, and the date for the determination of holders of record to whom the dividends shall be paid.

SECTION 2. Depositories.

Subject to the control of the Board of Directors, the Treasurer or the Assistant Treasurer from time to time shall designate one or more banks or trust companies as depositories of the Corporation, and the Board of Directors shall

- 10 -

designate those officers and agents who shall have authority to deposit corporate funds in such depositories. The Board of Directors shall also designate those officers and agents who shall have authority to withdraw from time to time any or all of the funds of the Corporation so deposited upon checks, drafts, or orders for the payment of money, notes and other evidences of indebtedness, drawn against the account and issued in the name of the Corporation. The signatures of the officers or agents may be made manually or by facsimile. No check or order for the payment of money shall be invalidated because a person whose signature appears thereon has ceased to be an officer or agent of the Corporation prior to the time of payment of the check or order by any depository.

SECTION 3. Corporate Obligations.

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness or guaranties of the obligations of others shall be issued in the name of the Corporation unless authorized by a resolution of the Board of Directors. Such authority may be either general or specific. When duly authorized, all loans, promissory notes, acceptances, other evidences of indebtedness and guaranties shall be signed by the President, a Vice President, the Treasurer, or an Assistant Treasurer.

SECTION 4. Fiscal Year.

The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December of each year.

ARTICLE VII

Books and Records

SECTION 1. Books and Records.

The Corporation shall maintain a stock ledger that shall contain the name and address of each stockholder and the number of shares of stock of the Corporation that the stockholder holds. The ledger shall be kept at the principal offices of the Corporation in Towson, Baltimore County, Maryland, or at the offices of the Corporation's stock transfer agent. All other books, accounts, and records of the Corporation, including the original or a certified copy of these Bylaws, the minutes of all stockholders meetings, a copy of the annual statement, and any voting trust agreements on file with the Corporation, shall be kept and maintained by the Secretary at the principal offices of the Corporation in Towson.

SECTION 2. Inspection Rights.

Except as otherwise provided by statute or by charter, the Board of Directors shall determine whether and to what extent the books, accounts, and records of the Corporation, or any of them, shall be open to the inspection of stockholders. No stockholder shall have any right to inspect any book, account, document or record of the Corporation except as conferred by statute, by charter, or by resolution of the stockholders or the Board of Directors.

ARTICLE VIII

Seal

SECTION 1. Seal.

The seal of the Corporation shall consist of a circular impression bearing the name of the Corporation and the word "Maryland" around the rim and in the center the word "Incorporated" and the year "1910."

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ARTICLE IX

Indemnification

SECTION 1. Indemnification.

The Corporation to the full extent permitted by, and in the manner permissible under, the laws of the State of Maryland and other applicable laws and regulations may indemnify any person who is or was an employee or agent of the Corporation or who is or was serving at the request of the Corporation as an employee or agent of another corporation or entity and shall indemnify any person who is or was serving as an officer or director of the Corporation or at the request of the Corporation as an officer or director of another corporation or entity, who by reason of his or her position was, is, or is threatened to be made a party to an action or proceeding, whether civil, criminal, administrative, or investigative, against any and all expenses (including, but not limited to, attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) actually incurred by the director, officer, employee or agent in connection with the proceeding. Repeal or modification of this section or the relevant law shall not affect adversely any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit, or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

ARTICLE X

Amendments

SECTION 1. Amendment of Bylaws.

These Bylaws may be amended at any meeting of the stockholders by a majority of all the votes cast, provided the text of the amendment is submitted with the notice of the meeting. The Board of Directors may also amend these Bylaws by a vote of a majority of the directors present at a meeting, provided that the Board of Directors shall not consider or act on any amendment to these Bylaws that, directly or indirectly, modifies the meaning or effect of any amendment to these Bylaws adopted by the stockholders within the preceding 12-month period, or any amendment to these Bylaws that, directly or indirectly, contains substantially similar provisions to those of an amendment rejected by the stockholders within the preceding 12-month period.

Adopted 10/17/96

Amended 07/16/98

Amended 12/10/98

Amended 02/11/99

Amended 07/20/00

Amended 07/19/01

Amended 10/17/02

Amended 02/12/04

Amended 04/26/05

Amended 12/13/07

Amended 10/16/08

- 12 -

EX-99.1 3 form8k10202008c.htm EXHIBIT 99.1 FILED OCTOBER 20, 2008 form8k10202008c.htm

Exhibit 99.1

THE BLACK & DECKER

SUPPLEMENTAL RETIREMENT SAVINGS PLAN

(January 1, 2008 Restatement)

THE BLACK & DECKER

SUPPLEMENTAL RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS

ARTICLE 1

DEFINITIONS

1.1	ACCOUNT	1
1.2	BENEFICIARY	1
1.3	CHANGE IN CONTROL	1
1.4	CODE	3
1.5	COMMITTEE	3
1.6	COMPANY	3
1.7	COMPENSATION	3
1.8	COMPENSATION DEFERRAL ACCOUNT	3
1.9	COMPENSATION DEFERRALS	4
1.10	DESIGNATED BONUS PROGRAM	4
1.11	EFFECTIVE DATE	4
1.12	PARTICIPANT ENROLLMENT AND ELECTION FORM	4
1.13	ELIGIBLE EMPLOYEE	4
1.14	EMPLOYEE	4
1.15	EMPLOYER	4
1.16	EMPLOYER CONTRIBUTION ACCOUNT	4
1.17	EMPLOYER CONTRIBUTION CREDITS	4
1.18	ERISA	5
1.19	EXCHANGE ACT	5
1.20	PARTICIPANT	5
1.21	PERFORMANCE-BASED COMPENSATION	5
1.22	PLAN	5
1.23	PLAN MANAGER	5
1.24	PLAN YEAR	5
1.25	SAVINGS PLAN	5
1.26	SEPARATION FROM SERVICE	5
1.27	VALUATION DATE	5

ARTICLE 2

ELIGIBILITY AND PARTICIPATION

2.1	REQUIREMENTS	5
2.2	RE-EMPLOYMENT	6
2.3	CHANGE OF EMPLOYMENT CATEGORY	6

ARTICLE 3

CONTRIBUTIONS AND CREDITS

3.1	EMPLOYER CONTRIBUTION CREDITS	6
3.2	PARTICIPANT COMPENSATION DEFERRALS	7
3.3	DEFERRALS UNDER OTHER PLANS OR ARRANGEMENTS	8

ARTICLE 4

ALLOCATION OF FUNDS

4.1	DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS	9
4.2	ACCOUNTING FOR DISTRIBUTIONS	9
4.3	SEPARATE ACCOUNTS	10
4.4	INTERIM VALUATIONS	10
4.5	EXPENSES	10
4.6	INSURANCE	10

ARTICLE 5

ENTITLEMENT TO BENEFITS

5.1	PAYMENT DATES	10
5.2	VESTING	11

ARTICLE 6

DISTRIBUTION OF BENEFITS

6.1	AMOUNT	11
6.2	METHOD OF PAYMENT	11
6.3	DEATH BENEFITS	12
6.4	CHANGE IN CONTROL OF THE COMPANY	12
6.5	DISTRIBUTION IN THE EVENT OF INCOME INCLUSION UNDER CODE §409A	12

ARTICLE 7

BENEFICIARIES; PARTICIPANT DATA

7.1	DESIGNATION OF BENEFICIARIES	12
7.2	INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES	13

ARTICLE 8

ADMINISTRATION

8.1	ADMINISTRATIVE AUTHORITY	13
8.2	UNIFORMITY OF DISCRETIONARY ACTS	14
8.3	LITIGATION	14

8.4

CLAIMS PROCEDURE

ARTICLE 9

AMENDMENT

9.1	RIGHT TO AMEND	15
9.2	AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN	16

ARTICLE 10

TERMINATION

10.1	TERMINATION OR SUSPENSION OF PLAN	16
10.2	TERMINATION OF PLAN ON DISSOLUTION OR CHANGE IN CONTROL	16
10.3	SUSPENSION OF DEFERRALS	16
10.4	ALLOCATION AND DISTRIBUTION	16
10.5	SUCCESSOR TO EMPLOYER	17

ARTICLE 11

FUNDING

11.1

UNFUNDED OBLIGATION

ARTICLE 12

MISCELLANEOUS

12.1	LIMITATIONS ON LIABILITY OF EMPLOYERS	17
12.2	CONSTRUCTION	17
12.3	SPENDTHRIFT PROVISION	18

iii

THE BLACK & DECKER

SUPPLEMENTAL RETIREMENT SAVINGS PLAN

(January 1, 2008 Restatement)

RECITALS

The purpose of the Black & Decker Supplemental Retirement Savings Plan (the “Plan”) is to offer certain management or highly compensated employees an opportunity to elect to defer the receipt of compensation in order to provide deferred compensation benefits. The Plan is intended to be a “top-hat” plan (i.e., an unfunded deferred compensation plan maintained for a select group of management or highly-compensated employees) under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security act of 1974, as amended (“ERISA”). This January 1, 2008 restatement shall amend and restate the Plan as originally effective February 1, 1996 and as amended and restated effective January 1, 2005. This January 1, 2008 restatement shall apply to Accounts on or after the Effective Date (including amounts earned and/or vested prior to January 1, 2005). Amounts distributed to Plan Participants on or before the Effective Date shall be subject to the terms of the Plan in effect before the Effective Date without regard to amendments made to the Plan thereafter.

The Plan is intended to comply with all applicable law, including Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and related guidance and regulations and shall be operated and interpreted in accordance with this intention. In order to transition to the requirements of Code §409A and related guidance and regulations, the Plan makes available to Participants certain transition relief provided under Notice 2007-86, as described more fully in Appendix A of the Plan

ARTICLE 1

DEFINITIONS

1.1 ACCOUNT means, with respect to a Participant, an entry on the records of the Company equal to the sum of the Participant’s Employer Contribution Account and the Participant’s Compensation Deferral Account. A Participant’s or Beneficiary’s Account shall be determined as of the date of reference.

1.2 BENEFICIARY means any person or persons so designated in accordance with the provisions of Article 7.

1.3 CHANGE IN CONTROL means with respect to the Company:

(a)

The acquisition by any one person or more than one person acting as a group of any of the Company’s stock, if the sum of the stock so acquired plus the stock held by that person or group before the acquisition constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company and the stock held by that person or group immediately before that acquisition constituted fifty

percent (50%) or less of the then total fair market value or total voting power of the stock of the Company. An increase in the percentage of the Company’s stock owned by any one person or persons acting as a group as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for this purpose. This paragraph (a) only applies when there is a transfer of stock of the Company (or issuance of stock of the Company) and stock in the Company remains outstanding after the transaction.

(b)

The acquisition by any one person or more than one person acting as a group during the 12-month period ending on the most recent such acquisition by that person or group of ownership of stock of the Company possessing thirty-five percent (35%) or more of the total voting power of the stock of the Company and the stock held by that person or group immediately before that acquisition constituted less than thirty-five percent (35%) of the then total voting power of the stock of the Company.

(c)

A majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election, provided that no other corporation is the majority stockholder of the stock of the Company.

(d)

The acquisition by any one person or more than one person acting as a group during the 12-month period ending on the most recent such acquisition by that person or group of assets of the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the Company’s assets immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the fair market value of the Company’s assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with those assets. There is no Change in Control under this paragraph (d) when there is a transfer to an entity that is controlled by the stockholders of the Company immediately after the transfer. A transfer of assets will not qualify as a Change in Control under this paragraph (d) if the assets are transferred to: (i) a stockholder of the Company immediately before the transfer in exchange for or with respect to the Company’s stock; (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all of the outstanding stock of the Company; or (iv) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent

(50%) or more of the total value or voting power of all of the outstanding stock of the Company.

For the purpose of interpreting this definition of “Change in Control,” the following rules apply:

(1) Persons will be considered as acting as a group only if they are owners of a corporation or other entity that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Company. If a person, including an entity shareholder, owns stock in the Company and the other corporation or other entity that enters into a merger, consolidation, purchase or acquisition of stock, or similar transaction with respect to the Company, that stockholder is considered to be acting as a group with other stockholders in a corporation or other entity only to the extent of the ownership in that corporation or entity prior to the transaction giving rise to the Change in Control and not with respect to the ownership interest in the other corporation or entity.

(2) Ownership shall be determined taking into account the attribution rules set forth in Section 318(a) of the Code. Stock underlying a vested option is considered owned by the option holder and non-vested stock is not considered owned by the option holder.

(3) If any one person, or more than one person acting as a group, is considered to effectively control the Company as described in paragraphs (b) and (c) above, the acquisition of additional control of the Company by the same person or persons is not considered to cause a change in the effective control of the Company or to cause a change in the ownership of the Company for the purposes of this definition.

(4) Each event resulting in a Change in Control described in this definition is intended to constitute a change in ownership or effective control of the Company or in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A(a)(2)(A)(v) of the Code.

1.4 CODE means the Internal Revenue Code of 1986, as amended from time to time.

1.5 COMMITTEE means the Pension Management Committee of the Company.

1.6 COMPANY means The Black & Decker Corporation and its successors and assigns.

1.7 COMPENSATION means the base salary of an Employee and any bonus payment payable to an Employee under a Designated Bonus Program.

1.8 COMPENSATION DEFERRAL ACCOUNT is defined in Section 3.2.

1.9 COMPENSATION DEFERRALS is defined in Section 3.2.

1.10 DESIGNATED BONUS PROGRAM means The Black & Decker Executive Annual Incentive Plan, The Black & Decker Annual Incentive Plan, and any other cash-based incentive plan designated by the Committee from time to time.

1.11 EFFECTIVE DATE means the effective date of the restated Plan, which, notwithstanding the date of adoption hereof, shall be January 1, 2008.

1.12 ELECTION FORM means the form or forms on which a Participant elects to defer Compensation hereunder and on which the Participant makes certain other designations as required thereon.

1.13 ELIGIBLE EMPLOYEE means, for any Plan Year (or applicable portion thereof), an Employee who is paid through a U.S. payroll system, who is a “highly compensated employee” as defined at Code §414(q), and who is determined by the Committee to be a member of a select group of management or highly compensated employees. The term Eligible Employee shall not include a non-U.S. citizen who is ineligible for the Savings Plan.

1.14 EMPLOYEE means a person who is classified as an employee by an Employer.

1.15 EMPLOYER means the Company unless otherwise herein provided, and any subsidiary or affiliate of the Company, unless that subsidiary or affiliate takes action, with the consent of the Company, to avoid or terminate participation in the Plan. For the purpose of determining whether a Participant has experienced a Separation from Service, the term “Employer” shall mean:

(i) The entity for which the Participant performs services and with respect to which the legally binding right to compensation deferred or contributed under the Plan arises; and

(ii) All other entities with which the entity described above would be aggregated and treated as a single employer under Code Sec.414(b) (controlled group of corporations) and Code Sec.414(c) (a group of trades or businesses, whether or not incorporated, under common control), as applicable. In order to identify the group of entities described in the preceding sentence, the Committee shall use an ownership threshold of at least 50% as a substitute for the 80% minimum ownership threshold that appears in, and otherwise must be used when applying, the applicable provisions of (A) Code Sec.1563 for determining a controlled group of corporations under Code Sec.414(b), and (B) Treas. Reg. Sec.1.414(c)-2 for determining the trades or businesses that are under common control under Code Sec.414(c).

1.16 EMPLOYER CONTRIBUTION ACCOUNT is defined in Section 3.1.

1.17 EMPLOYER’S CONTRIBUTION CREDITS is defined in Section 3.1.

1.18 ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.19 EXCHANGE ACT means the Securities Exchange Act of 1934, as amended from time to time.

1.20 PARTICIPANT means any person so designated in accordance with the provisions of Article 2, including, where appropriate according to the context of the Plan, any former employee who is or may become (or whose Beneficiaries may become) eligible to receive a benefit under the Plan.

1.21 PERFORMANCE-BASED COMPENSATION shall mean Compensation the entitlement to or amount of which is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(e).

1.22 PLAN means The Black & Decker Supplemental Retirement Savings Plan, as amended from time to time.

1.23 PLAN MANAGER means the Vice President of Benefits for the Company, or such other person as may be designated by the Committee.

1.24 PLAN YEAR means each accounting period commencing on the Effective Date and ending on the December 31 of each year in which the Plan is in effect.

1.25 SAVINGS PLAN means The Black & Decker Retirement Savings Plan or a successor plan.

1.26 SEPARATION FROM SERVICE shall mean a termination of services provided by a Participant to his or her Employer, whether voluntarily or involuntarily, other than by reason of death, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(h).

1.27 VALUATION DATE means the last day of each Plan Year and any other date that the Committee, in its sole discretion, designates as a Valuation Date.

ARTICLE 2

ELIGIBILITY AND PARTICIPATION

2.1 REQUIREMENTS By each November 1, the Plan Manager shall notify those individuals, if any, who will be Eligible Employees for the next Plan Year. If the Committee determines that an individual first becomes an Eligible Employee during a Plan Year, the Plan Manager shall notify such individual of the Committee’s determination and of the date during the Plan Year on which the individual shall first become an Eligible Employee. Every Eligible

Employee on the Effective Date shall be eligible to become a Participant on the Effective Date. Every other Eligible Employee shall be eligible to become a Participant on the first day of the pay period occurring on or after the date on which he or she becomes an Eligible Employee. No individual shall become a Participant, however, if he or she is not an Eligible Employee on the date his or her participation is to begin.

Participation in the Participant Compensation Deferral feature of the Plan is voluntary. In order to participate in the Participant Compensation Deferral feature of the Plan, an otherwise Eligible Employee must make written application in such manner as may be required by Section 3.2 and by the Committee and must agree to make Compensation Deferrals as provided in Article 3.

2.2 RE-EMPLOYMENT. If an Eligible Employee whose employment with all Employers is terminated is subsequently re-employed by an Employer, he or she shall become an Eligible Employee in accordance with the provisions of Section 2.1.

2.3 CHANGE OF EMPLOYMENT CATEGORY. During any period in which a Participant remains in the employ of an Employer, but ceases to be an Eligible Employee, he or she shall not be eligible to make Compensation Deferrals hereunder.

ARTICLE 3

CONTRIBUTIONS AND CREDITS

3.1 EMPLOYER CONTRIBUTION CREDITS. There shall be established and maintained a separate Employer Contribution Account in the name of each Participant. There shall be established the following two sub-accounts under a Participant’s Employer Contribution Account: (a) Matching Contribution Sub-Account; and (b) Discretionary Contribution Sub-Account.

For purposes of this Section, the Employer’s Contribution Credits credited to a Participant’s Matching Contribution Sub-Account for a particular Plan Year shall be an amount equal to the amount of the matching contributions that would be made to the Participant’s account under the Savings Plan for the Plan Year if the Participant’s Compensation Deferrals hereunder for the Plan Year had been made to the Savings Plan (disregarding for purposes of this assumption the Code § 402(g) limit) instead of under the Plan (and assuming that no non-discrimination or annual addition test limits on matching contributions and no limits on recognizable compensation applied to the Savings Plan).

For purposes of this Section, the Employer’s Contribution Credits credited to a Participant’s Discretionary Contribution Sub-Account for a particular Plan Year shall be an amount (if any) determined by the Committee, in its sole and absolute discretion.

The Participant’s Employer Contribution Account shall be credited or debited, as applicable, as of each Valuation Date, with deemed earnings or losses, as applicable, and expenses. The amount of deemed earnings or losses and expenses shall be as determined by the

Committee hereunder, in its sole and absolute discretion. The Committee shall have the sole and absolute discretion to allocate such deemed earnings or losses and expenses among Participants’ Employer Contribution Accounts and among a Participant’s Sub-Accounts pursuant to such allocation rules as the Committee deems to be reasonable and administratively practicable. The Company reserves the right, subject to any restrictions imposed by applicable law, to deem Participant Matching Contribution Sub-Accounts to be credited with common stock of the Company, which shall be credited at its fair market value at the time of the contribution.

3.2 PARTICIPANT COMPENSATION DEFERRALS. In accordance with rules established by the Committee, a Participant may elect to defer Compensation which is due to be earned and which would otherwise be paid to the Participant. A Participant may elect to defer up to 50% of his or her base salary. Base salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under the Code, pursuant to plans established by the Employer. A Participant may elect to defer up to 100% of a bonus payment not yet payable to him or her at the time of the election under a Designated Bonus Program reduced by the percentage of the bonus that the Participant has directed to be contributed to the Savings Plan as Before-Tax and/or After-Tax contributions pursuant to the Participant’s Savings Plan election in effect at the time the Participant makes a bonus deferral election under the Plan after taking into account the limit on compensation imposed by Code § 401(a)(17). Amounts so deferred will be considered a Participant’s “Compensation Deferrals.” Ordinarily, a Participant shall make a Compensation Deferral election with respect to a Plan Year during the period beginning on the November 1 and ending on the November 30 of the prior Plan Year, or during such other period prior to the beginning of the Plan Year established by the Committee, which in no event shall be later than the December 31st preceding the Plan Year in which such Compensation will be earned. In the first year in which an individual becomes an Eligible Employee (as determined in accordance with Treas. Reg. §1.409A-2(a)(7)(ii) and the “plan aggregation” rules provided in Treas. Reg. §1.409A-1(a)(2)), any newly Eligible Employee may make a Compensation Deferral election with respect to services to be performed subsequent to the election within thirty (30) days after the date the individual becomes eligible. If an Eligible Employee first becomes a Participant after the first day of a Plan Year, then to the extent required by this Section 3.2 and Code §409A and related regulations, the maximum amount to a Participant’s Compensation that may be deferred for a Plan Year shall be determined by applying the percentages set forth in this Section 3.2 to the portion of such compensation attributable to services performed after the date that the Participant’s deferral election is made. Any deferral election of a newly Eligible Employee shall become irrevocable no later than the thirtieth day after the Employee becomes an Eligible Employee.

In accordance with rules and subject to limitations established by the Committee, an election to defer the receipt of all or any portion of Performance-Based Compensation under a Designated Bonus Program that is payable to the Eligible Employee by an Employer shall be made on such form or forms as determined by the Plan Manager and shall be made at least six (6) months prior to end of the service period over which such incentive compensation is earned by the Eligible Employee. In order for a Participant to be eligible to make a deferral election for Performance-Based Compensation in accordance with the deadline established pursuant to this

Section 3.2, the Participant must have performed services continuously from the later of (i) the beginning of the performance period for such Compensation, or (ii) the date upon which the performance criteria for such Compensation are established, through the date upon which the Participant makes the deferral election for such compensation. In no event shall a deferral election submitted under this Section 3.2 be permitted to apply to any amount of Performance-Based Compensation that has become readily ascertainable. Compensation deferrals shall be deductible from the Performance-Based Compensation otherwise payable to the deferring Participant and shall be credited to the Account of the deferring Participant.

Compensation Deferrals shall be made through regular payroll deductions or through an election by the Participant to defer the payment of a bonus payment not yet payable to him or her at the time of the election under a Designated Bonus Program. The Participant may terminate his or her regular payroll deduction Compensation Deferral amount as of, and by written notice delivered to the Plan Manager, prior to the last date a deferral election could be made. A Participant’s deferral election will be automatically revoked to the extent the Committee determines such action is required for the Participant to obtain a hardship distribution under the Savings Plan. Once terminated, a regular payroll deduction Compensation Deferral amount may not be subsequently reinstated earlier than the first day of the next Plan Year. A Compensation Deferral election shall continue in force only for the Plan Year for which the election is first effective. An Eligible Employee shall make a new Compensation Deferral election effective as of the first day of each Plan Year in accordance with the procedures specified in this Section 3.2 for making Compensation Deferral elections. All Compensation Deferral elections shall be made on a subsequent Election Form provided by the Plan Manager. Compensation Deferrals shall be deducted by the Employer from the Compensation of a deferring Participant and shall be credited to the Account of the deferring Participant.

There shall be established and maintained by the Employer a separate Compensation Deferral Account in the name of each Participant to which shall be credited or debited: (a) amounts equal to the Participant’s Compensation Deferrals; (b) amounts equal to any deemed earnings or losses (to the extent realized, based upon deemed fair market value of the Account’s deemed assets, as determined by the Committee, in its sole and absolute discretion) attributable or allocable thereto; and (c) expenses charged to that Account.

3.3. DEFERRALS UNDER OTHER PLANS OR ARRANGEMENTS. In accordance with rules and subject to limitations established by the Committee, amounts credited for the benefit of an Eligible Employee under other deferred compensation plans or arrangements of an Employer as designated by the Committee may be transferred to the Plan. Prior to any such transfer, the Eligible Employee must complete such form or forms as determined by the Plan Manager. Upon being transferred to the Plan, such amounts shall be credited to the Account of such Eligible Employee as a Participant under the Plan, and shall be administered in accordance with the provisions of the Plan.

ARTICLE 4

ALLOCATION OF FUNDS

4.1 DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS. Subject to such limitations as may from time to time be required by law, imposed by the Committee or contained elsewhere in the Plan, and subject to such operating rules and procedures as may be established from time to time by the Plan Manager, each Participant may communicate to the Plan Manager a direction as to how his or her Account should be deemed to be invested among such categories of deemed investments as may be made available by the Committee hereunder. The Plan Manager has discretion to develop rules and regulations to administer such investment elections and transfers of investments, including establishing dollar or percentage increments of the Accounts for Participants to invest, and limits on the value of Accounts that Participants may invest in each deemed investment category or transfer between each deemed investment category.

All amounts credited to the Participant’s Account shall be deemed to be invested in accordance with the then effective deemed investment direction; and as of the effective date of any new deemed investment direction, all or a portion of the Participant’s Account at that date shall be reallocated among the designated deemed investment categories in the manner specified in the new deemed investment direction unless and until a subsequent deemed investment direction shall be delivered and become effective. An election concerning deemed investment choices shall continue indefinitely as provided in the election form or other procedure specified by the Committee.

If the Plan Manager receives an initial or revised deemed investment direction that it deems to be incomplete, unclear or improper, the Participant’s investment direction then in effect shall remain in effect (or, in the case of a deficiency in an initial deemed investment direction, the Participant shall be deemed to have delivered no deemed investment direction) until the Plan Manager receives a valid direction from the Participant. If a Participant does not direct how his or her Account is deemed to be invested, or if the Plan Manager possesses (or is deemed to possess as provided above) at any time directions as to the deemed investment of less than all of a Participant’s Account, the Participant shall be deemed to have directed that the undesignated portion of the Account be deemed to be invested in a money market, fixed income or similar fund made available under the Plan as determined by the Committee in its sole and absolute discretion.

Each Participant, as a condition to his or her participation hereunder, agrees to indemnify and hold harmless the Plan Manager, the Committee and their agents and representatives from any losses or damages of any kind relating to the deemed investment of the Participant’s Account. Each reference in this Section to a Participant shall be deemed to include, where applicable, a reference to a Beneficiary.

4.2 ACCOUNTING FOR DISTRIBUTIONS. As of the date of any distribution hereunder, the distribution made hereunder to the Participant or his or her Beneficiary or Beneficiaries shall be charged to such Participant’s Account. Such amounts shall be charged on

a pro rata basis against the investments in which the Participant’s Account is deemed to be invested.

4.3 SEPARATE ACCOUNTS. A separate account under the Plan shall be established and maintained to reflect the Account for each Participant with sub-accounts to show separately the deemed earnings and losses credited or debited to such Account and the applicable deemed investments of the Account.

4.4 INTERIM VALUATIONS. If it is determined by the Committee that the value of the Participant’s account as of any date on which distributions are to be made differs materially from the value of the Participant’s Account on the prior Valuation Date upon which the distribution is to be based, the Committee, in its sole and absolute discretion, shall have the right to designate any date in the interim as a Valuation Date for the purpose of revaluing the Participant’s Account so that the Account will, prior to the distribution, reflect its share of such material difference in value.

4.5 EXPENSES. Expenses attributable to the administration of the Plan shall be paid by the Company, but the Committee, in its sole and absolute discretion, may elect to charge such expenses against the appropriate Participant’s Account or Participants’ Accounts. If an expense is charged against a Participant’s Account, in the sole and absolute discretion of the Committee, such expense either (i) will reduce the Employer Contribution Credits under Section 3.1 next due to be made by the Employer in respect of an Account maintained for the Participant or (ii) will be charged against and shall reduce the Participant’s Account.

4.6 INSURANCE. The Company may purchase life insurance policies on the lives of certain Participants. If the Company elects to purchase a life insurance policy upon the life of a Participant, than the Participant shall assist the Company by submitting to a physical examination and supplying such additional information necessary to obtain the insurance policy. The Company shall own the life insurance policies and the Participants shall have no claim or interest in the policies.

ARTICLE 5

ENTITLEMENT TO BENEFITS

5.1 PAYMENT DATES. On his or her Election Form, a Participant may select an initial payment date for the payment or commencement of payment of his or her Account. For this purpose, the initial payment date may be (i) a specified date that is no earlier than twelve months following the Participant’s Separation from Service, or (ii) a fixed date that is no earlier than the first day of the second Plan Year following the Plan Year to which the Compensation Deferral relates. The Participant’s Account will be valued and payable according to the provisions of Article 6. The form of payment may be changed or an initial payment date may be extended to a later date so long as the election to change the form of payment or to so extend the date is made by the Participant twelve months prior to the initial payment date, may not take effect for at least twelve months from the date of the election to extend and does not provide for a new distribution date that is earlier than five years after the initial payment date. An election

change, whether to change the form of payment and/or extend initial payment dates, may not be made more than once. An initial payment date may not be accelerated.

Notwithstanding any provision of the Plan to the contrary, the Company may permit, in an equitable and consistent manner for all Participants, the acceleration of a payment date solely under the following circumstances as permitted under the Code: (a) to make a payment to an individual other than the Participant as may be necessary to comply with a domestic relations order (as defined in Code §414(p)(1)(B)); (b) to make a payment as may be necessary to comply with a certificate of divestiture (as defined in Code §1043(b)(2)); or (c) to pay Federal Insurance Contributions Act (FICA) tax imposed under Code §3101 and Section 3121(v)(2) on compensation deferred under the Plan and other related employment taxes as permitted under Code §409A and regulations and guidance thereunder.

If a Participant does not validly select a payment date for any particular amounts hereunder, and the Participant incurs a Separation from Service, the Participant’s Account at the date of the Participant’s Separation from Service shall be valued and payable twelve months following the Participant’s Separation from Service according to the provisions of Article 6.

5.2 VESTING. The Compensation Deferral Account and Employer Contribution Account of each Participant shall be 100% vested at all times.

ARTICLE 6

DISTRIBUTION OF BENEFITS

6.1 DISTRIBUTION EVENTS AND AMOUNT. A Participant (or his or her Beneficiary) shall become entitled to receive a distribution in an aggregate amount equal to the value of the Participant’s Account: (a) on the payment date or dates selected by the Participant on his or her Election Form as provided in Section 5.1 or, if none, on the date that is twelve months after the Participant’s Separation from Service, (b) on the death of the Participant pursuant to Section 6.3; or (c) on a Change in Control pursuant to Section 6.4 and Article 10.

6.2 METHOD OF PAYMENT.

(a) Cash Or In-Kind Payments. Payments under the Plan shall generally be made in cash; provided, however, that payment may be made in cash or in-kind, as permitted by the Committee in its sole and absolute discretion and subject to any restrictions on transfer as may be applicable legally and contractually.

(b) Timing and Manner of Payment. In the case of distribution to a Participant or his or her Beneficiary by virtue of an entitlement pursuant to Section 5.1, an aggregate amount equal to the value of the Participant’s Account will be paid by the Company, as provided by Section 6.1, in a lump sum or in substantially equal annual installments not to exceed 10 years (adjusted for gains and losses, and reduced by any required withholding or other deductions from such payments), as selected by the Participant at the time the Participant completes his or her Election Form. If a Participant fails to designate properly the manner of

payment of the Participant’s benefit under the Plan, such payment will be in a lump sum on the fixed payment date or dates selected by the Participant, or, if none, on the date that is twelve months after the Participant’s Separation from Service. Notwithstanding the foregoing, amounts transferred to the Plan from The Pentair, Inc. Non-Qualified Deferred Compensation Plan earned by and vested in the Participant before January 1, 2005 shall be paid by the Company in the payment form that would have been applicable pursuant to section 7 of that plan.

If the whole or any part of a payment hereunder is to be in installments, the total to be so paid shall continue to be deemed to be invested pursuant to Article 4 under such procedures as the Committee may establish, in which case any deemed income, gain, loss or expense attributable thereto (as determined by the Committee in its sole and absolute discretion) shall be reflected in the installment payments, in such equitable manner as the Committee shall determine.

6.3 DEATH BENEFITS. If a Participant dies before the commencement of payments to the Participant hereunder, the entire value of the Participant’s Account shall be paid, as provided in Section 6.2, to the Participant’s Beneficiary.

Upon the death of a Participant after payments hereunder have begun but before he or she has received all payments to which he or she is entitled under the Plan, the remaining benefit payments shall be paid to the Participant’s Beneficiary in a lump-sum.

6.4 CHANGE IN CONTROL. Notwithstanding any provision of the Plan to the contrary, on the occurrence of a Change in Control, each Participant shall be paid the entire value of his or her Account in one lump sum in accordance with Article 10.

6.5 DISTRIBUTION IN THE EVENT OF INCOME INCLUSION UNDER CODE §409A. If any portion of a Participant’s Account under the Plan is required to be included in income by the Participant prior to receipt due to a failure of the Plan to comply with the requirements of Code §409A and related regulations, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the portion of the Participant’s Account that is required to be included in income as the result of the failure of the Plan to comply with the requirements of Code §409A.

ARTICLE 7

BENEFICIARIES; PARTICIPANT DATA

7.1 DESIGNATION OF BENEFICIARIES. Each Participant from time to time may designate any person or persons (who may be named contingently or successively) to receive such benefits as may be payable under the Plan upon or after the Participant’s death, and such designation may be changed from time to time by the Participant by filing a new designation. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed in writing with the Committee during the Participant’s lifetime.

In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Participant, the Committee shall cause the payment of any such benefit payment to be made to the Participant’s spouse, if then living, but otherwise, to the Participant’s estate. In determining the existence or identity of anyone entitled to a benefit payment, the Committee may rely conclusively upon information supplied by the Participant’s personal representative, executor or administrator. If a question arises as to the existence or identity of anyone entitled to receive a benefit payment as aforesaid, or if a dispute arises with respect to any such payment, then, notwithstanding the foregoing, the Committee, in its sole and absolute discretion, may distribute such payment to the Participant’s estate without liability for any tax or other consequences which might flow therefrom, or may take such other action as the Committee deems to be appropriate.

7.2 INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES. Any communication, statement or notice addressed to a Participant or to a Beneficiary at his or her last post office address as shown on the Employer’s records shall be binding on the Participant or Beneficiary for all purposes of the Plan. The Committee shall not be obliged to search for any Participant or Beneficiary beyond the sending of a registered letter to such last known address. If the Committee notifies any Participant or Beneficiary that he or she is entitled to an amount under the Plan and the Participant or Beneficiary fails to claim such amount or make his or her location known to the Committee within three (3) years thereafter, then, except as otherwise required by law, if the location of one or more of the next of kin of the Participant is known to the Committee, the Committee may direct distribution of such amount to any one or more or all of such next of kin, and in such proportions as the Committee determines. If the location of none of the foregoing persons can be determined, the Committee shall have the right to direct that the amount payable shall be deemed to be a forfeiture, except that the dollar amount of the forfeiture, unadjusted for deemed gains or losses in the interim, shall be paid by the Company if a claim for the benefit subsequently is made by the Participant or Beneficiary to whom it was payable. If a benefit payable to an unlocated Participant or Beneficiary is subject to escheat pursuant to applicable state law, the Company shall not be liable to any person for any payment made in accordance with such law.

ARTICLE 8

ADMINISTRATION

8.1 ADMINISTRATIVE AUTHORITY. Except as otherwise specifically provided herein, the Committee, in its sole and absolute discretion, shall have the sole responsibility for and the sole control of the operation and administration of the Plan, and shall have the power and authority to take all action and to make all decisions and interpretations which may be necessary or appropriate in order to administer and operate the Plan, including, without limiting the generality of the foregoing, the power, duty and responsibility to:

(a) Resolve and determine all disputes or questions arising under the Plan, and to remedy any ambiguities, inconsistencies or omissions in the Plan.

(b) Adopt such rules of procedure and regulations as in its opinion may be necessary for the proper and efficient administration of the Plan and as are consistent with the Plan.

(d) Make determinations concerning the crediting of Accounts.

(e) Appoint any persons or firms, or otherwise act to secure specialized advice or assistance, as it deems necessary or desirable in connection with the administration and operation of the Plan, and the Committee shall be entitled to rely conclusively upon, and shall be fully protected in any action or omission taken by it in good faith reliance upon, the advice or opinion of such firms or persons. The Committee shall have the power and authority to delegate from time to time all or any part of its duties, powers or responsibilities under the Plan, both ministerial and discretionary, as it deems appropriate, to the Plan Manager or to any person or sub-committee, and in the same manner to revoke any such delegation of duties, powers or responsibilities. Any action of such person or sub-committee in the exercise of such delegated duties, powers or responsibilities shall have the same force and effect for all purposes hereunder as if such action had been taken by the Committee. Further, the Committee may authorize one or more persons to execute any certificate or document on behalf of the Committee, in which event any person notified by an Employer of such authorization shall be entitled to accept and conclusively rely upon any such certificate or document executed by such person as representing action by the Committee until such notified person shall have been notified of the revocation of such authority.

8.2 UNIFORMITY OF DISCRETIONARY ACTS. Whenever in the administration or operation of the Plan discretionary actions by the Committee are required or permitted, such actions shall be consistently and uniformly applied to all persons similarly situated, and no such action shall be taken which shall discriminate in favor of any particular person or group of persons.

8.3 LITIGATION. Except as may be otherwise required by law, in any action or judicial proceeding affecting the Plan, no Participant or Beneficiary shall be entitled to any notice or service of process, and any final judgment entered in such action shall be binding on all persons interested in, or claiming under, the Plan.

8.4 CLAIMS PROCEDURE. Any person claiming a benefit under the Plan (a “Claimant”) shall present the claim, in writing, to the Plan Manager, and the Plan Manager shall respond in writing. If the claim is denied, the written notice of denial shall state, in a manner calculated to be understood by the Claimant:

(a) The specific reason or reasons for the denial, with specific references to the Plan provisions on which the denial is based;

(b) A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or information is necessary; and

(c) An explanation of the Plan’s claims review procedure including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

The written notice denying or granting the Claimant’s claim shall be provided to the Claimant within ninety (90) days after the Plan Manager’s receipt of the claim, unless special circumstances require an extension of time for processing the claim. If such an extension is required, written notice of the extension shall be furnished by the Plan Manager to the Claimant within the initial ninety (90) day period and in no event shall such an extension exceed a period of ninety (90) days from the end of the initial ninety (90) day period. Any extension notice shall indicate the special circumstances requiring the extension and the date on which the Plan Manager expects to render a decision on the claim. Any claim not granted or denied within the period noted above shall be deemed to have been denied.

Any Claimant whose claim is denied, or deemed to have been denied under the preceding sentence (or such Claimant’s authorized representative), may, within sixty (60) days after the Claimant’s receipt of notice of the denial, or after the date of the deemed denial, request a review of the denial by notice given, in writing, to the Committee. Upon such a request for review, the claim shall be reviewed by the Committee (or its designated representative) which may, but shall not be required to, grant the Claimant a hearing. In connection with the review, the Claimant may have representation, may examine pertinent documents, and may submit issues and comments in writing.

The decision on review normally shall be made within sixty (60) days of the Committee’s receipt of the request for review. If an extension of time is required due to special circumstances, the Claimant shall be notified, in writing, by the Committee, and the time limit for the decision on review shall be extended to one hundred twenty (120) days. The decision on review shall be in writing and shall state, in a manner calculated to be understood by the Claimant, the specific reasons for the decision and shall include references to the relevant Plan provisions on which the decision is based. The written decision on review shall be given to the Claimant within the sixty (60) day (or, if applicable, the one hundred twenty (120) day) time limit discussed above. If the decision on review is not communicated to the Claimant within the sixty (60) day (or, if applicable, the one hundred twenty (120) day) period discussed above, the claim shall be deemed to have been denied upon review. All decisions on review shall be final and binding with respect to all concerned parties.

ARTICLE 9

AMENDMENT

9.1 RIGHT TO AMEND. The Company, by written instrument executed by the Company, shall have the right to amend the Plan, at any time and with respect to any provisions

hereof, and all parties hereto or claiming any interest hereunder shall be bound by such amendment; provided, however, that no such amendment shall deprive a Participant or a Beneficiary of a right accrued hereunder prior to the date of the amendment.

9.2 AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN. Notwithstanding the provisions of Section 9.1, the Plan may be amended by the Company at any time, retroactively if required, if found necessary, in the opinion of the Company, in order to ensure that the Plan is characterized as a “top-hat” plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA sections 201(2), 301(a)(3), and 401(a)(1), and to conform the Plan to the provisions and requirements of any applicable law (including ERISA and the Code). No such amendment shall be considered prejudicial to any interest of a Participant or a Beneficiary hereunder.

ARTICLE 10

TERMINATION

10.1 TERMINATION OR SUSPENSION OF PLAN. Each Employer reserves the right, with the consent of the Company, to terminate the Plan as to some or all of its Eligible Employees and/or its obligation to make further credits to Accounts. The Company reserves the right to suspend the operation of the Plan for a fixed or indeterminate period of time; provided, however, that during any period of suspension, the Accounts of Participants shall continue to be credited or debited, as applicable, with deemed investment return pursuant to Article 4. In the event of a termination of the Plan, the Company reserves the right to distribute Participants’ Accounts provided that such distribution is in compliance with Code §409A and the regulations and guidance thereunder.

10.2 TERMINATION OF PLAN ON DISSOLUTION OR CHANGE IN CONTROL. The Plan automatically shall terminate upon the dissolution of the Company taxed under Code §331. In the event of a Change in Control, the Plan shall automatically terminate. On termination of the Plan, the provisions of Section 10.4 shall become operative.

10.3 SUSPENSION OF DEFERRALS. In the event of a suspension of the Plan, the Company and the Employers shall continue all aspects of the Plan, other than Compensation Deferrals and Employer Contribution Credits, during the period of the suspension, in which event the allocation of deemed earnings and payments hereunder will continue to be made during the period of the suspension in accordance with Articles 4, 5 and 6.

10.4 ALLOCATION AND DISTRIBUTION. This Section shall become operative on a termination of the Plan as to some or all Eligible Employees under Section 10.2. Upon the effective date of any such event, notwithstanding any other provisions of the Plan, the value of the interest of all affected Participants and Beneficiaries shall be determined and, after deduction of estimated expenses in liquidating and, if applicable, paying Plan benefits, paid to them at such time as such amounts become eligible for distribution in accordance with the other applicable provisions of the Plan or not later than twelve months following a Change in Control. Notwithstanding the preceding sentence, to the extent permitted by Treas. Reg. §1.409A-

3(j)(4)(ix), the Employer may provide that upon termination of the Plan, all Accounts of Participants shall be distributed, subject to and in accordance with any rules established by the Committee deemed necessary to comply with the applicable requirements and limitations of Treas. Reg. §1.409A-3(j)(4)(ix).

10.5 SUCCESSOR TO EMPLOYER. Any corporation or other business organization that is a successor to an Employer, and that continues as an affiliate or subsidiary of the Company shall continue as an Employer and as a party to the Plan. If, within ninety (90) days from the effective date of such transaction such new entity takes action, with the consent of the Company, to avoid or terminate participation in the Plan, the Plan automatically shall be terminated as to that Employer, and the provisions of Section 10.4 shall become operative.

ARTICLE 11

FUNDING

11.1 UNFUNDED OBLIGATION. The obligations under the Plan are exclusively that of the Company and not any other Employer. The Company’s obligation under the Plan is an unsecured and unfunded promise to pay benefits. The Company shall have no obligation to set aside, earmark, or entrust any fund or money with which to pay its obligations under the Plan. The Participant, his Beneficiary, or any successor in interest to him or her shall be and remain simply a general creditor of the Company in the same manner as any other creditor having a general claim for matured and unpaid compensation with no right to any specific assets owned by the Company.

ARTICLE 12

MISCELLANEOUS

12.1 LIMITATIONS ON LIABILITY OF EMPLOYERS. Neither the establishment of the Plan nor any modification thereof, nor the creation of any account under the Plan, nor the payment of any benefits under the Plan shall be construed as giving to any Participant or other person any legal or equitable right against any Employer, or any officer or employee thereof except as provided by law or by any Plan provision. Neither the Company nor any Employer in any way guarantees any Participant’s Account from loss or depreciation, whether caused by poor investment performance or the inability to realize upon an investment due to an insolvency affecting an investment vehicle or any other reason. In no event shall the Company, an Employer, or any successor, employee, officer, director or stockholder of the Company or an Employer, be liable to any person on account of any claim arising by reason of the provisions of the Plan or of any instrument or instruments implementing its provisions, or for the failure of any Participant, Beneficiary or other persons to be entitled to any particular tax consequences with respect to the Plan, or any credit or distribution hereunder.

12.2 CONSTRUCTION. If any provision of the Plan is held to be illegal or void, such illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provision had

never been inserted herein. For all purposes of the Plan, where the context admits, the singular shall include the plural, and the plural shall include the singular. Headings of Articles and Sections herein are inserted only for convenience of reference and are not to be considered in the construction of the Plan. The laws of the State of Maryland shall govern, control and determine all questions of law arising with respect to the Plan and the interpretation and validity of its respective provisions, except where those laws are preempted by the laws of the United States. Participation under the Plan will not give any Participant the right to be retained in the service of an Employer nor any right or claim to any benefit under the Plan unless such right or claim has specifically accrued hereunder.

The Plan is intended to be and at all times shall be interpreted and administered so as to qualify as an unfunded deferred compensation plan, and no provision of the Plan shall be interpreted so as to give any individual any right in any assets of the Company which right is greater than the rights of a general unsecured creditor of the Company.

The Plan is intended to be a “top-hat” plan under ERISA. In the event the Committee determines that the participation of certain individuals as Eligible Employees under the Plan causes the Plan to fail to qualify as a “top-hat” plan, the Committee, in its sole and absolute direction, is authorized to take whatever action it deems necessary to preserve the status of the Plan as a “top-hat” plan, including, but not limited to, termination of an otherwise Eligible Employee’s participation in the Plan and (notwithstanding any provisions of the Plan to the contrary) immediate distribution of such individual’s Account.

The Plan is intended to comply with Code §409A and any regulations or guidance issued thereunder, and shall be interpreted accordingly. Any provision of the Plan not in conformance with Code §409A shall be void.

12.3 SPENDTHRIFT PROVISION. No amount payable to a Participant or a Beneficiary under the Plan will, except as otherwise herein or specifically provided by applicable 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, contracts, liabilities, engagements or torts of the person entitled thereto. Further, (i) the withholding of taxes from Plan benefit payments, (ii) the recovery under the Plan of overpayments of benefits previously made to a Participant or Beneficiary, (iii) if applicable, the transfer of benefit rights from the Plan to another plan, or (iv) 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 any Participant’s or Beneficiary’s benefits hereunder are garnished or attached by order of any court, the Company 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 the Plan. During the pendency of said action, any benefits that become payable shall be held as credits to the Participant’s or Beneficiary’s Account or, if the Company 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.

Amendment and Restatement adopted October 16, 2008

EX-99.2 4 form8k10202008d.htm EXHIBIT 99.2 FILED OCTOBER 20, 2008 form8k10202008d.htm

Exhibit 99.2

THE BLACK & DECKER CORPORATION

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS

1.	Eligibility.

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 the Corporate Governance Committee of the Corporation’s Board of Directors (the “Committee”). The Committee shall have the power to delegate any part of its ministerial duties under the Plan to any person and to revoke such delegation of duties. 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. 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.

3.	Participation.

An eligible director may elect to defer all or any part of the compensation that 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 Secretary of the Corporation by the end of the calendar year preceding the calendar year the compensation will be earned. An election to defer all or any part of such compensation for any given calendar year will be irrevocable. A new director may elect to participate in the Plan by executing and filing an election with the Secretary of the Corporation prior to the commencement of the director's term of office.

An election shall be in writing substantially in the form attached as Exhibit A.

An election to participate in the Plan shall be effective from the date of the election and for all subsequent years until the calendar year following the year in which the participant files a revised election or a notice of termination.

A participant may terminate participation in the Plan by executing and filing with the Secretary of the Corporation a notice of termination in such form as prescribed by the Secretary. Any such termination shall be effective at the end of the calendar year in which the notice is given. In the event of termination, the amount already deferred under the Plan and interest or other earnings thereon shall be paid to the participant only as stated in Section 6 of the Plan. A director who has filed a termination of election may thereafter file an election to participate in the Plan for any calendar year commencing after filing the election.

4.	Deferred Cash Compensation Account.

A general ledger account, hereinafter referred to as the “Deferred Compensation Account,” shall be established for the purpose of reflecting deferred compensation. All deferred compensation otherwise payable to the participant for the calendar year to which the election applies shall be credited to the Deferred Compensation Account, together with interest compounded semi-annually

on January 1 and July 1 at a rate equal to the higher of the yield on the Income Fund of The Black & Decker Corporation Retirement Savings Plan or the T. Rowe Price Equity Index Fund during the period then ended. Alternatively, the participant may direct that cash compensation deferred hereunder be deemed invested in common stock of the Corporation, in which case the participant’s Deferred Compensation Account will be initially credited with the number of shares of common stock of the Corporation required under subsection B.7.b of the Corporate Governance Policies and Procedures Statement and subsequently adjusted for increases and decreases in the value of, and for dividends paid on, the common stock of the Corporation. Title to and beneficial ownership of the Deferred Compensation Account shall remain in the Corporation. The obligation to pay shall be a general unsecured obligation of the Corporation, and the participating director and his designated beneficiaries shall not have any property interest whatsoever in any specific assets of the Corporation. The Corporation may, however, establish a “Rabbi Trust” for individual participants or all participants as a group.

5.	Deferred Stock Compensation Account.

A stock account, hereinafter referred to as the “Deferred Stock Compensation Account,” shall be established for the purpose of reflecting stock compensation deferred pursuant to Section 8 of The Black & Decker Non-Employee Directors Stock Plan (the “Stock Plan”). The provisions of the Plan shall apply to deferrals under the Stock Plan except that, in the event of a conflict between the Plan and the Stock Plan, the provisions of the Stock Plan shall control.

6.	Distribution from Plan.

A participant may select a payment date at the time of making his or her initial deferral election. The payment date may be a fixed date that is no earlier than the January 1 of the second calendar year following the year to which the participant’s deferral election relates. If the participant does not select a payment date for any particular amount hereunder, those amounts shall be paid to the participant on the January 1 immediately following the year in which the participant ceases to be a director of the Corporation.

All compensation deferred under the Plan, plus accumulated interest or other investment adjustments, shall be distributed in a lump sum or in approximately equal annual installments not exceeding ten as specified by the participant at the time of making the election or in an amendment thereto. The first installment, or the lump sum distribution, shall be paid on the fixed date selected by the participant in accordance with paragraph 6.a of the Plan. If the participant does not select a payment date for any particular amount deferred hereunder, that amount shall be paid, or commence to be paid, to the participant on the first day of the calendar year immediately following the year in which the participant ceases to be a director of the Corporation. Subsequent installments shall be paid on the anniversary of the first installment in each succeeding calendar year until all amounts in the participant's Deferred Compensation Account have been paid. Distributions of a participant’s Deferred Compensation Account shall be made in cash except to the extent that the participant has directed the Deferred Compensation Account be deferred as common stock of the Corporation, in which case distributions shall be made in shares of common stock of the Corporation under the Stock Plan. Distributions of a participant’s Deferred Stock Compensation Account shall be made in common stock of the Corporation under the Stock Plan.

A participant may change an existing election as to the manner of distribution by filing with the Secretary of the Corporation an election form choosing any manner of distribution authorized by the Plan at the time the new election form is filed in such form as prescribed by the Secretary. A participant may also change the timing of distribution by filing with the Secretary of the Corporation an election form in such form as prescribed by the Secretary. Any new election form must be filed at least twelve months prior to the date that the first distribution under both the existing election and under the new election would be made.

Any new election must extend the deferral period for at least five calendar years from the date of initial payment under the existing election. Any new election will take effect 12 months after the date it is filed.

Notwithstanding the above, if a participant incurs a severe financial hardship, the Committee may, in its sole discretion, revise the payment schedule to the extent reasonably necessary to eliminate the severe financial hardship. The severe financial hardship must have been caused by an accident or illness of the director, the director’s spouse or dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended (the “Code”)) of the director, by loss of the director’s property due to casualty, or by another similar extraordinary and unforeseeable event beyond the control of the participant. The Committee may pay to the participant the participant's Deferred Compensation Account and Deferred Stock Compensation Account as may be necessary to comply with a certificate of divestiture (as defined in Section 1043(b)(2) of the Code). In the event a participant dies before all deferred amounts are distributed, the remaining balance of the participant's Deferred Compensation Account and Deferred Stock Compensation Account shall be paid in a lump sum on the first day of the calendar year following the year of death to the beneficiaries most recently designated by the director in writing. If no beneficiaries are designated or the designated beneficiaries fail to survive the participant, payment shall be made to the estate of the participant.

Notwithstanding the above, all compensation deferred under the Plan, plus accumulated interest or other investment adjustments, not previously distributed shall be distributed to participants in a lump sum within sixty days following the occurrence of a Change in Control of the Corporation. Distributions of a participant’s Deferred Compensation Account shall be made in cash except to the extent that the participant has directed the Deferred Compensation Account be deferred as common stock of the Corporation, in which case distributions shall be made in shares of common stock of the Corporation under the Stock Plan. Distributions of a participant’s Deferred Stock Compensation Account shall be made in common stock of the Corporation under the Stock Plan. For purposes of the Plan, a “Change in Control of the Corporation” means any of the following:

(A)

The acquisition by any one person or more than one person acting as a group of any of the Corporation’s stock, if the sum of the stock so acquired plus the stock held by that person or group before the acquisition constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Corporation and the stock held by that person or group immediately before that acquisition constituted fifty percent (50%) or less of the then total fair market value or total voting power of the stock of the Corporation. An increase in the percentage of the Corporation’s stock owned by any one person or persons acting as a group as a result of a transaction in which the Corporation acquires its stock in exchange for property will be treated as an acquisition of stock for this purpose. This paragraph (A) only applies when there is a transfer of stock of the Corporation (or issuance of stock of the Corporation) and stock in the Corporation remains outstanding after the transaction.

(B)

The acquisition by any one person or more than one person acting as a group during the 12-month period ending on the most recent such acquisition by that person or group of ownership of stock of the Corporation possessing thirty-five percent (35%) or more of the total voting power of the stock of the Corporation and the stock held by that person or group immediately before that acquisition constituted less than thirty-five percent (35%) of the then total voting power of the stock of the Corporation.

(C)

A majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the

members of the Board prior to the date of the appointment or election, provided that no other corporation is the majority stockholder of the stock of the Corporation.

(D)

The acquisition by any one person or more than one person acting as a group during the 12-month period ending on the most recent such acquisition by that person or group of assets of the Corporation that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the Corporation’s assets immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the fair market value of the Corporation’s assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with those assets. There is no Change in Control of the Corporation under this paragraph (D) when there is a transfer to an entity that is controlled by the stockholders of the Corporation immediately after the transfer. A transfer of assets will not qualify as a Change in Control of the Corporation under this paragraph (D) if the assets are transferred to: (i) a stockholder of the Corporation immediately before the transfer in exchange for or with respect to the Corporation’s stock; (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Corporation; (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all of the outstanding stock of the Corporation; or (iv) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all of the outstanding stock of the Corporation.

For the purpose of interpreting this definition of “Change in Control of the Corporation,” the following rules apply:

(1)

Persons will be considered as acting as a group only if they are owners of a corporation or other entity that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Corporation. If a person, including an entity shareholder, owns stock in the Corporation and the other corporation or other entity that enters into a merger, consolidation, purchase or acquisition of stock, or similar transaction with respect to the Corporation, that stockholder is considered to be acting as a group with other stockholders in a corporation or other entity only to the extent of the ownership in that corporation or entity prior to the transaction giving rise to the Change in Control of the Corporation and not with respect to the ownership interest in the other corporation or entity.

(2)

Ownership shall be determined taking into account the attribution rules set forth in Section 318(a) of the Code. Stock underlying a vested option is considered owned by the option holder and non-vested stock is not considered owned by the option holder.

(3)

If any one person, or more than one person acting as a group, is considered to effectively control the Corporation as described in paragraphs (B) and (C) above, the acquisition of additional control of the Corporation by the same person or persons is not considered to cause a change in the effective control of the Corporation or to cause a change in the ownership of the Corporation for the purposes of this definition.

(4)

Each event resulting in a Change in Control of the Corporation described in this definition is intended to constitute a change in ownership or effective control of the Corporation or in the ownership of a substantial portion of the Corporation’s assets

within the meaning of Section 409A(a)(2)(A)(v) of the Code and the guidance and regulations issued thereunder and the Plan shall be interpreted accordingly.

Notwithstanding the other provisions of the Plan, the Committee may, to the extent authorized under IRS Notice 2007-86, permit a participant to make a new, or revise an existing, payment election on or before December 31, 2008 with respect to either the time or form of payment of all or any portion of compensation previously deferred under the Plan (and investment adjustments related thereto). A participant may change the time of payment of previously deferred amounts to any date either before or after the participant ceases to be a director of the Corporation; provided, however, that the new or revised election shall apply only to amounts that would not otherwise be payable in 2008 and may not cause an amount to be paid in 2008 that would not otherwise be payable in 2008. A form of payment elected under this paragraph 6.f must be a manner of distribution authorized under the Plan. Subject to the foregoing, the Committee shall specify the conditions, limitations and procedures for making any payment election changes under this paragraph 6.f.

7.	Rabbi Trust.

The Corporation may establish a "Rabbi Trust" for individual participants or all participants as a group. With the consent of a participant, the Trustee of a "Rabbi Trust" established for that participant may be directed to invest the participant's deferred cash compensation in common stock of the Corporation, and, if that is done, (1) neither the Corporation nor the trustee shall have any liability for any decrease in the value of the stock held in the trust and (2) the timing of any distribution from the trust shall be in accordance with the election made under Section 6 of the Plan.

Rights.

The right of a participant in the Plan to any deferred compensation or interest thereon shall not be subject to assignment, anticipation, alienation, transfer, pledge, or encumbrance except by laws of descent and distribution.

9.	No Trusts.

Nothing contained in the Plan and no action taken pursuant to the provisions of the Plan shall be construed to create a trust of any kind or an escrow arrangement of any form.

10.	Copies of Plan.

Copies of the Plan and any and all amendments thereto shall be made available to all members of the Board of Directors during normal business hours at the office of the Secretary of the Corporation.

11.	Compliance.

It is intended that this Plan comply with Section 409A of the Code and shall be interpreted accordingly.

Amendment and Restatement adopted October 16, 2008