Exhibit 10(d)(ii)
AMENDMENT TO
THE BLACK & DECKER
EXECUTIVE DEFERRED COMPENSATION PLAN
Pursuant to the powers of amendment reserved under Section 15 of The
Black & Decker Executive Deferred Compensation Plan (the "Plan"), Black & Decker
(U.S.) Inc. (the "Sponsor") hereby amends the Plan as follows:
FIRST CHANGE
Effective January 1, 1994, Section 2 of the Plan is amended by the
addition of the following as new subparagraph (n) thereunder, and the prior
subparagraph (n) is redesignated as subparagraph (o):
(n) "Savings Plan" shall mean The Black & Decker Retirement
Savings Plan.
SECOND CHANGE
Section 3 of the Plan is amended by the addition of the following as a
new concluding paragraph thereunder:
Notwithstanding the foregoing, no Employee of the Corporation
or any of its Subsidiaries shall be eligible to make an Election to
Defer Compensation under this Plan after January 31, 1996.
THIRD CHANGE
Section 6 of the Plan is amended in its entirety to read as follows:
Section 6. Plan Account.
A separate Plan Account shall be established on the
Corporation's books for each Participant for the purpose of crediting
the Participant's elective deferrals and interest earned thereon. The
Plan Account for each Participant who is not actively employed by the
Corporation or any of its
subsidiaries shall be credited with interest each month at a rate equal
to the interest rate paid for that month on amounts held in the Income
Fund of the Savings Plan. In the event of a Change in Control of the
Corporation, the interest rate shall be increased by 20% for the month
in which the Change in Control of the Corporation occurs and for all
months commencing after the date of the Change in Control of the
Corporation.
Subject to such limitations as may, from time to time, be
required by law, imposed by the Pension Committee or contained
elsewhere in the Plan, and subject to such operating rules and
procedures as may be imposed, from time to time, by the Pension
Committee, each Participant who is actively employed by the Corporation
or any of its subsidiaries may communicate to the Pension Committee a
direction as to how his or her Plan Account should be deemed to be
invested among such categories of deemed investments as may be made
available by the Pension Committee from time to time. In the event of a
failure by such a Participant to elect the manner in which his or her
Plan Account is to be invested, such Account shall be credited with
interest each month at a rate equal to the interest rate paid for the
month on amounts held in the Income Fund of the Savings Plan. A
Participant's Plan Account shall be debited for any payments made under
the Plan to the Participant or his or her designated beneficiary.
The Plan, as amended by the foregoing changes, is hereby ratified and
confirmed in all respects. Except as otherwise provided herein, this amendment
shall be effective on February 1, 1996.
IN WITNESS WHEREOF, the Sponsor has caused this Amendment to be
executed by its duly authorized officer on this 17th day of July, 1996.
WITNESS: BLACK & DECKER (U.S.) INC.
/s/ BEVERLY S. DELEYER By: /s/ WILLIAM G. BRUNER, III
BLACK & DECKER (U.S.) INC.
UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
We, the undersigned, constituting all of the Directors of Black &
Decker (U.S.) Inc., a Maryland Corporation (the "Corporation"), do hereby
consent to the adoption of the following resolutions and the recording of the
resolutions among the minutes of proceedings of the Board of Directors of the
Corporation:
RESOLVED: That the Amendment to The Black & Decker Executive
Deferred Compensation Plan, a copy of which is attached hereto, is
hereby approved and adopted; and
FURTHER RESOLVED: That each officer of the Corporation is
hereby authorized to take such action in the name of, and on behalf of,
the Corporation as such officer shall deem necessary or appropriate to
carry out the purposes and intent of the foregoing resolution.
IN WITNESS of our unanimous approval of the actions set forth in the
preceding resolutions, we have signed this Unanimous Consent.
Date Signed: Directors:
July 17, 1996 /s/ CHARLES E. FENTON
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Charles E. Fenton
July 17, 1996 /s/ BARBARA B. LUCAS
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Barbara B. Lucas
July 17, 1996 /s/ THOMAS M. SCHOEWE
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Thomas M. Schoewe